Common use of Permitted Investments Clause in Contracts

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If Upon the written request of Borrowers, which request may be made once per Interest Accrual Period, Lender shall direct the Cash Collateral Account Bank to invest and reinvest any balance in the Cash Collateral Account from time to time in Permitted Investments as instructed by Borrowers; provided, however, that: (i) no if Borrowers fail to so instruct Lender, or if a Default or an Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has have occurred and is continuing, Lender shall direct the Qualified Institution will Cash Collateral Account Bank to invest and reinvest funds such balance in such Bank Account according to Permitted Investments as Lender shall determine in Lender’s discretion; (ii) the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder maturities of the Permitted Investments. If Cellco is not the Servicer, funds Investments on deposit in the Collection AccountCash Collateral Account shall, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(aextent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the Sub-Accounts must be made; (iii) or in the Transaction Documents, the Servicer all such Permitted Investments shall not allow amounts be held in the Collection name and be under the sole dominion and control of Lender; (iv) no Permitted Investment shall be made unless Lender shall retain a first priority perfected Lien in such Permitted Investment and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken; (v) Lender shall only be required to follow the written investment instructions which were most recently received by Lender and Borrowers shall be bound by such last received investment instructions; and (vi) any request from Borrowers containing investment instructions shall contain an Officer’s Certificate from Borrowers (which may be conclusively relied upon by Lender and its agents) that any such investments constitute Permitted Investments. It is the intention of the parties hereto that all amounts deposited in the Cash Collateral Account or shall at all times be invested in Permitted Investments. All funds in the Acquisition Cash Collateral Account that are invested in a Permitted Investment are deemed to be held in such Cash Collateral Account for all purposes of this Agreement and the other Loan Documents. Lender shall have no liability for any loss in investments of funds in the Cash Collateral Account that are invested in Permitted Investments (unless it is able invested contrary to maintain records Borrowers’ request other than after the occurrence of a Default or an Event of Default) and no such loss shall affect Borrowers’ obligation to fund, or liability for funding, the Cash Collateral Account and each Sub-Account, as the case may be. Borrowers and Lender agree that Borrowers shall include all such earnings and losses (other than those for Lender’s account in accordance with the immediately preceding sentence) on a daily basis the Cash Collateral Account as income of the applicable Borrowers for federal and applicable state tax purposes. Borrowers shall be responsible for any and all fees, costs and expenses with respect to the amounts realized from the investment of Collections received on each Originator’s ReceivablesPermitted Investments.

Permitted Investments. If Upon the written request of Borrowers, which request may be made once per Interest Accrual Period, Lender shall direct the Cash Collateral Account Bank to invest and reinvest any balance in the Cash Collateral Account from time to time in Permitted Investments as instructed by Borrowers; provided, however, that: (i) no if Borrowers fail to so instruct Lender, or if a Default or an Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has have occurred and is continuing, Lender shall direct the Qualified Institution will Cash Collateral Account Bank to invest and reinvest funds such balance in such Bank Account according to Permitted Investments as Lender shall determine in Lender's discretion; (ii) the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder maturities of the Permitted Investments. If Cellco is not the Servicer, funds Investments on deposit in the Collection AccountCash Collateral Account shall, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(aextent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the Sub-Accounts must be made; (iii) or in the Transaction Documents, the Servicer all such Permitted Investments shall not allow amounts be held in the Collection name and be under the sole dominion and control of Lender; (iv) no Permitted Investment shall be made unless Lender shall retain a first priority perfected Lien in such Permitted Investment and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken; (v) Lender shall only be required to follow the written investment instructions which were most recently received by Lender and Borrowers shall be bound by such last received investment instructions; and (vi) any request from Borrowers containing investment instructions shall contain an Officer's Certificate from Borrowers (which may be conclusively relied upon by Lender and its agents) that any such investments constitute Permitted Investments. It is the intention of the parties hereto that all amounts deposited in the Cash Collateral Account or shall at all times be invested in Permitted Investments. All funds in the Acquisition Cash Collateral Account that are invested in a Permitted Investment are deemed to be held in such Cash Collateral Account for all purposes of this Agreement and the other Loan Documents. Lender shall have no liability for any loss in investments of funds in the Cash Collateral Account that are invested in Permitted Investments (unless it is able invested contrary to maintain records Borrowers' request other than after the occurrence of a Default or an Event of Default) and no such loss shall affect Borrowers' obligation to fund, or liability for funding, the Cash Collateral Account and each Sub-Account, as the case may be. Borrowers and Lender agree that Borrowers shall include all such earnings and losses (other than those for Lender's account in accordance with the immediately preceding sentence) on a daily basis the Cash Collateral Account as income of the applicable Borrowers for federal and applicable state tax purposes. Borrowers shall be responsible for any and all fees, costs and expenses with respect to the amounts realized from the investment of Collections received on each Originator’s ReceivablesPermitted Investments.

Permitted Investments. If (a) The Servicer may direct any depository institution maintaining any Custodial Account or Escrow Account (for purposes of this Section 4.16, an “Investment Account”) to invest, or if it is such depository institution, may itself invest, the funds held therein only in one (1) or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no Default or Event of Default has occurred and 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, if a Person other than the depository institution maintaining such account is continuing the obligor thereon and (ii) Cellco no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required to be withdrawn on such date; and (ii) demand payment of all amounts due thereunder promptly upon determination by the Servicer that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account. (b) Interest and investment income realized on funds deposited in any Custodial Account or Escrow Account, to the extent of the Net Investment Earnings, if any, with respect to such account for the period from the immediately preceding Determination Date to such Determination Date, shall be for the sole and exclusive benefit of the Servicer. In the event that any loss or late payment shall be incurred in respect of any Permitted Investment on deposit in any Custodial Account or Escrow Account, the Servicer shall deposit therein, no later than the Remittance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from the immediately preceding Determination Date to the current Determination Date. If the Servicer advances funds to cover a shortfall in any Custodial Account or Escrow Account due to a late payment on a Permitted Investment, the Servicer may instruct withdraw the Indenture Trustee to invest amount of such advance when the late payment on the Permitted Investment is made. (c) Except as otherwise expressly provided in this Agreement, if any funds default occurs in the Collection Accountmaking of a payment due under any Permitted Investment, the Acquisition Account, the Reserve Account and the Negative Carry Account or if a default occurs in any other performance required under any Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date)Investment, the Servicer shall instruct may and, upon the Indenture Trustee request of the Owner shall, take such action as may be appropriate to invest any amounts in enforce such payment or performance, including the Acquisition Account in excess institution and prosecution of such amount in any Permitted Investmentsappropriate proceedings, other than (x) any investments set forth in clauses it being understood that the Servicer will duly observe subsection (b) of this Section 4.16 notwithstanding any action taken or to be taken by the Servicer in accordance with this subsection (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof). If (i) the The Servicer fails to give investment instructions shall be responsible for any funds in the Collection Accountall costs, the Acquisition Accountexpenses, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred fees, loss and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions receiveddamages, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take resulting from taking any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in action contemplated under this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables4.16(c).

Permitted Investments. If (i) So long as no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will Borrower shall direct Lender in writing to invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit balance in the Collection Account, from time to time in Permitted Investments (subject to the Acquisition availability of such Permitted Investments with the Collection Account Bank); provided, however, that (i) the maturity of the Permitted Investments on deposit therein shall be at the discretion of Borrower, but in any event no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn therefrom pursuant to Section 2.12(a) or 2.12(b) of this Agreement, (ii) after an Event of Default has occurred and for so long as such Event of Default is continuing Borrower shall not have any right to direct investment of the balance in the Collection Account, (iii) all such Permitted Investments shall be held in the name of Lender or its servicer and shall be credited to the Collection Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything and (iv) if no written investment direction is provided to the contrary in this Section 4.2(a) or in the Transaction DocumentsLender by Borrower, the Servicer shall not allow amounts held Lender may at Lender’s option invest any balance in the Collection Account in such Permitted Investments as may be selected by Lender. Lender shall have no liability for any loss in investments of funds in the Collection Account that are invested in Permitted Investments and no such loss shall affect Borrower’s obligation to fund, or liability for funding, the Acquisition Collection Account. All interest paid or other earnings on funds deposited into the Collection Account to made hereunder shall be invested unless it is able to maintain records deposited into the Collection Account. Borrower shall include all earnings on a daily basis the Collection Account as to the amounts realized from the investment income of Collections received on each Originator’s ReceivablesBorrower for federal and applicable state tax purposes.

Permitted Investments. If (ia) no Default or Event During the term of Default has occurred and is continuing and (ii) Cellco is the Servicerthis Agreement, the Servicer may instruct Trustee shall, in accordance with any applicable law and regulation and pursuant to and in accordance with the Indenture Trustee to invest prior written instructions of the Manager, invest, through any funds banking institutions, brokerage dealers or other financial institutions, any amounts deposited in the Collection AccountTrust Accounts in securities issued by the Federal government of Mexico and registered in the RNV that are highly liquid; provided, that such securities have a term of no more than 1 (one) year (the “Permitted Investments”). In the event the Trustee does not receive Manager’s instruction for the investment of any amounts deposited in the Trust Accounts before 12:00 pm (Mexico City time) of the day in which such Permitted Investments are to be made, the Acquisition AccountTrustee shall invest such amounts within 1 (one) Business Day after receiving funds, in 1 (one) day term debt securities issued by the Reserve Account Federal government of Mexico with daily liquidity. Repurchase transactions shall be executed in on debt securities issued by the Mexican Federal Government in Mexican Pesos. (b) If any amounts in cash cannot be invested immediately on the same day when such amounts were received pursuant to the Purposes of the Trust, such amounts in cash shall be deposited in a banking institution no later than the following Business Day after such amounts were received and the Negative Carry Account until invested in Permitted Investments and, if investment instructions are received, pursuant to the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investmentsprovisions contained herein; provided, that, if on any Payment Datethat in the event they are deposited with the same financial institution to which the Trustee belongs, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) as the case may be, shall pay the highest interest rate that such entity pays for transactions with the same term and similar amounts on the dates the deposits are made. Under no circumstance shall the Trustee invest the amounts deposited in the Trust Accounts in securities of any investments set forth in clauses (b) kind issued by the Affiliates of the Settlor or the Manager. (c) The Trustee has clearly and unmistakably explained to the Settlor the contents of section 5.4 of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed Circular 1/2005 issued by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and Banco de México, which first paragraph is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.transcribed below for all pertinent purposes:

Permitted Investments. If Upon the request of the Borrower, the Security Agent shall instruct Securities Intermediary to invest and reinvest any balances in any Collateral Account or any amounts held as Loss Proceeds from time to time solely in Permitted Investments, and solely at the expense and risk of the Borrower; provided, however, that (ia) no Default if the Borrower fails to provide such request or during any period when an Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred exists and is continuing, the Qualified Institution will Security Agent may instruct Securities Intermediary to invest and reinvest funds such balances as the Security Agent shall determine in its sole discretion and (b) the maturity of any Permitted Investment shall not exceed thirty (30) days and (c) the minimum amount of each such Permitted Investment shall be One Hundred Thousand Dollars ($100,000) (or, with respect to any Collateral Account, such lesser amount as equals the balance in such Bank Collateral Account according to at the last investment instructions received, if anytime). If no prior investment instructions have been Earnings on Permitted Investments shall be deposited on the date received by the Securities Intermediary (or if as soon as practicable thereafter) in the instructed Revenue Account for application as provided for in this Financing Agreement. All such investments are no longer available or permitted, and reinvestments shall be held as provided in the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are receivedAccount Control Agreement. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder Borrower shall bear all risk of the loss of capital from investments in Permitted Investments. If Cellco is not As long as the Servicer, funds on deposit in the Collection AccountSecurity Agent, the Acquisition AccountAdministrative Agent and the Securities Intermediary complied with all their respective obligations under the Financing Documents, none of the Administrative Agent, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account Security Agent or the Acquisition Account to Securities Intermediary shall be invested unless it liable for any loss resulting from any investment in any Permitted Investment or the sale, disposition, redemption or liquidation of such investment or by reason of the fact that the proceeds realized in respect of such sale, disposition, redemption or liquidation were less than that which might otherwise have been obtained, except if such liability is able to maintain records on a daily basis as to the amounts realized from the investment caused by gross negligence or willful misconduct of Collections received on each Originator’s Receivablessuch Person.

Permitted Investments. If (i) So long as no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will Borrower shall direct Lender in writing to invest and reinvest funds any balance in such Bank the Collection Account according from time to time in Permitted Investments (subject to the last investment instructions receivedavailability of such Permitted Investments with the Collection Account Bank); provided, if any. If no prior investment instructions have been received or if however, that (i) the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder maturity of the Permitted Investments. If Cellco is not the Servicer, funds Investments on deposit therein shall be at the discretion of Borrower, but in any event no later than the Business Day of or immediately preceding the date on which such funds are reasonably expected to be required to be withdrawn therefrom pursuant to Section 2.12(a) or 2.12(b) of this Agreement, (ii) after an Event of Default has occurred and for so long as such Event of Default is continuing, Borrower shall not have any right to direct investment of the balance in the Collection Account, , (iii) all such Permitted Investments shall be held in the Acquisition name of Lender or its servicer and shall be credited to the Collection Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything and (iv) if no written investment direction is provided to the contrary in this Section 4.2(a) or in the Transaction DocumentsLender by Borrower, the Servicer shall not allow amounts held Lender may at Lender’s option invest any balance in the Collection Account in such Permitted Investments as may be selected by Lender. Lender shall have no liability for any loss in investments of funds in the Collection Account that are invested in Permitted Investments and no such loss shall affect Borrower’s obligation to fund, or liability for funding, the Acquisition Collection Account. All interest paid or other earnings on funds deposited into the Collection Account to made hereunder shall be invested unless it is able to maintain records deposited into the Collection Account. Borrower shall include all earnings on a daily basis the Collection Account as to the amounts realized from the investment income of Collections received on each Originator’s ReceivablesBorrower for federal and applicable state tax purposes.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the ServicerExcept as Section 13.9 may apply, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow all amounts held in the Collection Trust Fund under the Plan shall be invested in mutual fund shares and annuities which are offered through the Service Company, and such other investments as shall be accepted in writing by the Service Company for availability under the Plan. All dividends, including capital gain dividends, paid by any mutual fund shall be reinvested in full and fractional shares of the mutual fund paying the dividend in the manner specified in the prospectus of the mutual fund, and such dividends shall be credited to the Trust Fund. Each of the mutual funds in which the Plan may invest carries its own fees and expenses, which may include management fees, Rule 12b-1 fees and/or other fees and expenses, which are described in detail in each fund's prospectus. Participants who invest in these mutual funds will, as shareholders of those funds, bear their prorata portion of each fund's fees and expenses. Employer acknowledges that Prudential Mutual Fund Distributors (PMFD) and Prudential Securities Incorporated (PSI) may act as distributor of each fund's shares and that PSI, PMFD and Pruco Securities Corporation (Prusec) are subsidiaries of The Prudential Insurance Company of America (Prudential) (through which the Guaranteed Interest Account is offered) and are each affiliated with the Funds as described in each fund's prospectus. Employer acknowledges that Prudential, PMFD, PSI and Prusec are not fiduciaries to the Plan, have no obligation to the Plan or the Acquisition Account Participants and are acting solely in their own interest. Employer further acknowledges that Prudential, PMFD, PSI and Prusec may be deemed to be invested unless benefit from advisory and other fees paid to it is able or its affiliates in connection with the management and operation of the mutual funds in which the Participants may invest, from sales charges and contingent deferred sales charges imposed as described in the prospectus and from fees paid to maintain records on a daily basis as to The Prudential Insurance Company of America in connection with the amounts realized from the investment of Collections received on each Originator’s ReceivablesGuaranteed Interest Account.

Permitted Investments. If Subject to the provisions of this TRA Agreement: (i) no Default Except as otherwise provided herein, the Borrower shall, with prior written consent of the Lender, instruct the Trustee Bank in a certificate (containing specific instructions, particularly in relation to the amount and period) signed by its financial officer from time to time to invest amounts deposited and lying in any Sub-Account in Permitted Investments. All such Permitted Investments shall be made in the name of the Borrower. The Trustee Bank shall hold on behalf of the Borrower all document relating to such Permitted Investment. Where such Permitted Investments are made, the Borrower by delivery of a certificate containing specific instructions in accordance with paragraph (ii) of this Clause, may instruct the Trustee Bank to realise the same (to the extent that the same are not self-realising) and the Trustee Bank shall act in accordance with such instructions. All Permitted Investments shall be at the sole risk of the Borrower and any loss arising therefrom shall be borne by the Borrower. All instructions as aforesaid given by the Borrower shall be immediately acted upon by the Trustee Bank. (ii) Upon the realisation of any Permitted Investment made pursuant to this sub clause, the Trustee Bank shall credit the proceeds of such realisation and will deposit to the respective sub-accounts from which the Permitted Investments have been made, and interest earned on such Permitted Investments shall be credited to the Implementation Period Fund Accounts or Operation Fund Accounts, as the case may be. (iii) The Borrower shall at all times seek to match the maturities of the Permitted Investments made out of moneys standing to the credit of each sub-account to the maturity of its liabilities in respect of such sub-account. (iv) The Borrower is obliged to deliver all the documents relating to Permitted Investment along with the requisite letter of authority/ power of attorney in favour of the Trustee Bank to hold the same to enable the Trustee Bank to realise such Permitted Investments on due dates and in case of occurrence of Event Of Default, to liquidate such Permitted Investments before due dates. Written instruction(s) regarding realisation or further investment of the same shall be given by the Borrower sufficiently in advance before the date on which each such Permitted Investment matures. (v) Except as otherwise set forth herein, the Trustee Bank shall not be responsible for monitoring the performance of any Permitted Investment or for any loss in value thereto unless such loss arises as a consequence of its/the Agent’s wilful misconduct or negligence. (vi) On and after the occurrence of an Event of Default has occurred and is continuing and (ii) Cellco is under the ServicerFinancing Documents, the Servicer Lender may instruct the Indenture Trustee Bank to invest liquidate any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds Funds on deposit in the Collection Account, the Acquisition Principal Collection Account and the Reserve Account may be invested in Permitted Investments by or at the written direction of the Borrower, provided that if a Termination Event or Unmatured Termination Event shall have occurred, such amounts may continue to be invested in Permitted Investments according to the last written direction received from the Borrower. Absent written direction from the Borrower, then any funds in such accounts shall remain uninvested (without any requirement or liability to pay for interest or earnings). Any such written directions shall specify the particular investment to be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. Funds on deposit in the Collection Account, the Reserve Principal Collection Account and the Negative Carry Account Reserve Account, if invested, shall be invested in Permitted Investments that will remain uninvested. Notwithstanding anything mature so that such funds will be available no later than the Business Day prior to the contrary in this Section 4.2(a) or next Payment Date, except that in the Transaction Documentscase of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall be deposited in the Collection Account, the Servicer shall not allow amounts held in the Principal Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in any account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account, the Principal Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent's receipt of a broker's confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on a daily basis as to provided by the amounts realized from Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period. The Collateral Agent shall not be liable for any loss, including without limitation any loss of Collections received on each Originator’s Receivablesprincipal or interest, or for any breakage fees or penalties in connection with the purchase or liquidation of any investment made in accordance with the written instructions of the Borrower.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds Funds on deposit in the Collection Account, the Acquisition Principal Collection Account and the Reserve Account shall be invested in Permitted Investments by or at the written direction of the Borrower, provided that if a Termination Event or Unmatured Termination Event shall have occurred, such amounts shall continue to be invested in Permitted Investments according to the last written direction received from the Borrower. Absent written direction from the Borrower, then any funds in such accounts shall remain uninvested (without any requirement or liability to pay for interest or earnings). Any such written directions shall specify the particular investment to be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. Funds on deposit in the Collection Account, the Reserve Principal Collection Account and the Negative Carry Reserve Account shall be invested in Permitted Investments that will remain uninvested. Notwithstanding anything mature so that such funds will be available no later than the Business Day prior to the contrary in this Section 4.2(a) or next Payment Date, except that in the Transaction Documentscase of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall be deposited in the Collection Account, the Servicer shall not allow amounts held in the Principal Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in any account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account, the Principal Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent’s receipt of a broker’s confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on a daily basis as to provided by the amounts realized from Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period. The Collateral Agent shall not be liable for any loss, including without limitation any loss of Collections received on each Originator’s Receivablesprincipal or interest, or for any breakage fees or penalties in connection with the purchase or liquidation of any investment made in accordance with the written instructions of the Borrower.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount Sums on deposit in the Acquisition IMH Collection LEGAL_US_E # 92369237.14 Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts not be invested except in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco Except during the existence of any Event of Default, Agent shall, at the request of Borrower and upon confirmation by Agent that each proposed investment is not the Servicera Permitted Investment, funds direct Cash Management Agent to invest sums on deposit in the IMH Collection AccountAccount in the Permitted Investments selected by Borrower; provided, however, in no event shall Borrower request Agent to direct Cash Management Agent to make a Permitted Investment if the Acquisition Accountmaturity date of that Permitted Investment is later than the date on which the invested sums are required for payment of an obligation for which the IMH Collection Account was created, it being agreed that the Reserve investment in of funds in the IMH Collection Account shall at all times be made in a manner which in the opinion of Agent will provide sufficient liquidity in the IMH Collection Account to enable Borrower to meet all of its obligations as they become due and payable, including, without limitation, all interest, principal and other sums of any nature which may or shall become due and payable by Borrower in accordance with the Negative Carry Account will remain uninvestedprovisions of the Loan Agreement, and to enable Borrower and its subsidiaries to timely meet their respective operating expenses and other commitments, as set forth in budgets approved by Agent in accordance with the provisions of the Loan Agreement, or otherwise approved by Agent. Notwithstanding anything to the contrary herein, Cash Management Agent shall not be liable or responsible for monitoring or ensuring that any investment is a Permitted Investment. Borrower hereby irrevocably authorizes and directs Cash Management Agent to deposit all income earned from Permitted Investments into the IMH Collection Account. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments from cash in the IMH Collection Account from time to time. All risk of loss on investments made in accordance with the provisions of this Section 4.2(a) or shall be borne by Borrower. Notwithstanding anything to the contrary contained herein, Borrower shall select for investment in Permitted Investments only those Permitted Investments in which Cash Management Agent is capable of investing, it being understood that the Transaction Documents, obligation to so select such Permitted Investments is solely the Servicer obligation of the Borrower and Borrower hereby agrees and acknowledges that Agent shall not allow amounts held in the have any liability with respect to such selection of such Permitted Investments. The IMH Collection Account or shall be assigned the Acquisition Account to be invested unless it federal tax identification number of Borrower, which number is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables00-0000000.

Permitted Investments. If (iSection 1.1) no Default or Event of Default has occurred and is continuing and (ii) Cellco is On the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account Closing Date and the Negative Carry Account Amendment Date, Mully’s Max Mob LLC holds the Forever Oceans Interests, for which it paid (prior to the Closing Date) $125,000. Pursuant to the terms of the Purchase Agreement as in effect on the Amendment Date, Mxxxx’x Xxx Mob LLC is required to transfer this asset to the Pre-Acquisition Owners of Mully’s Max Mob LLC, or their designee, on or before December 31, 2021. Permitted Investments andLiens (Section 1.1) None. Prior Names (Section 5.5) None. Litigation (Section 5.6) None. Inbound Licenses (Section 5.12) None. Affiliate Transactions (Section 7.8) Each of the Notes payable listed in items 1-6 under Permitted Indebtedness above; provided that each of the Notes payable listed in items 1-5 shall be subject to the Subordination Agreement. Reimbursement Agreement, if investment instructions are receiveddated on or about the Closing Date, between the Indenture Trustee will direct Borrower and the Qualified Institution maintaining Permitted Holders pursuant to which the Bank Accounts Borrower agrees to invest reimburse the funds Permitted Holders on the Closing Date for the costs and expenses incurred by the Permitted Holders in connection with the Collection Account, transactions closing on or about the Acquisition Account, Closing Date. Within forty-five (45) days after the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Closing Date, the amount on deposit in Borrower shall deliver to Bank the Acquisition Account (after giving effect to certificate or certificates for the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions receivedShares, if any, accompanied by an instrument of assignment duly executed in blank by the applicable Obligor. If no prior investment instructions have been received or if Within thirty (30) days after the instructed investments are no longer available or permittedClosing Date, the Indenture Trustee will notify Borrower shall deliver to Bank insurance certificates and endorsements in accordance with Section 6.5(b), in form and substance reasonably satisfactory to Bank. WE THE UNDERSIGNED, hereby certify that MAX INTERNATIONAL, LLC, a Utah limited liability company (“Company”), is duly organized, existing and in good standing as a limited liability company under and by virtue of the Servicer and request new investment instructionslaws of the State of Utah, and that Company’s name shown above is the funds will remain uninvested until new investment instructions are receivedcomplete and correct name of Company. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder WE FURTHER CERTIFY that at a duly authorized meeting of the Permitted Investments. If Cellco is not members of the ServicerCompany (or by other duly authorized written consent in lieu of a meeting in accordance with the Company’s Operating Agreement), funds on deposit in duly called and held, at which all of the Collection Accountundersigned were present and voting, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.following resolutions were adopted:

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds Funds on deposit in the Collection Account, the Acquisition Account, Principal Collection Account and the Reserve Account and the Negative Carry Account may be invested in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) written direction of the definition thereof. If (i) the Servicer fails Borrower; provided that if a Termination Event or Unmatured Termination Event shall have occurred, such amounts may continue to give investment instructions for any funds be invested in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account Permitted Investments according to the last investment instructions receivedwritten direction received from the Borrower unless otherwise directed by the Collateral Agent. Absent written direction from the Borrower, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the then any funds will in such accounts shall remain uninvested until new (without any requirement or liability to pay for interest or earnings). Any such written directions shall specify the particular investment instructions are receivedto be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, Any funds on deposit in the Collection Account, the Acquisition Principal Collection Account and the Reserve Account that are invested in Permitted Investments shall be invested in Permitted Investments that will mature so that such funds will be available no later than the Business Day prior to the next Payment Date, except that in the case of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall be deposited in the Collection Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Principal Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in any account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account, the Principal Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent’s receipt of a broker’s confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on a daily basis as to provided by the amounts realized from Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period. The Collateral Agent shall not be liable for any loss, including, without limitation, any loss of Collections received on each Originator’s Receivablesprincipal or interest, or for any breakage fees or penalties in connection with the purchase or liquidation of any investment made in accordance with the written instructions of the Borrower.

Permitted Investments. If (i) So long as no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will Borrower shall direct Lender in writing to invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit balance in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything from time to time in Permitted Investments (subject to the contrary availability of such Permitted Investments with the Collection Account Bank); provided, however, that: (i) the maturity of the Permitted Investments on deposit therein shall be at the discretion of Borrower, but in this any event no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn therefrom pursuant to Section 4.2(a2.12(a) or 2.12(b) of this Agreement; (ii) after an Event of Default has occurred and for so long as such Event of Default is continuing Borrower shall not have any right to direct investment of the balance in the Transaction DocumentsCollection Account; (iii) all such Permitted Investments shall be held in the name of Lender, as secured party, or at Lender’s option in the Servicer name of Borrower for the benefit of Lender, as secured party or its servicer and shall not allow amounts held be credited to the Collection Account; and (iv) if no written investment direction is provided to Lender by Borrower, Lender may at Lender’s option invest any balance in the Collection Account in such Permitted Investments as may be selected by Lender. Lender shall have no liability for any loss in investments of funds in the Collection Account that are invested in Permitted Investments and no such loss shall affect Borrower’s obligation to fund, or liability for funding, the Acquisition Collection Account. All interest paid or other earnings on funds deposited into the Collection Account to made hereunder shall be invested unless it is able to maintain records deposited into the Collection Account. Borrower shall include all earnings on a daily basis the Collection Account as to the amounts realized from the investment income of Collections received on each Originator’s ReceivablesBorrower for federal and applicable state tax purposes.

Permitted Investments. If (ia) no Default or Event Subject to Clause 26.2, a Borrower, other than Pacific Santa Xxx Ltd., by written notice substantially in the form of Default has occurred Schedule 30 and is continuing executed by an Authorised Representative of such Borrower (an “Investment Notification”) (with a copy to the Security Trustee and (ii) Cellco is the ServicerIntercreditor Agent), may notify the Servicer may instruct the Indenture Trustee Accounts Bank of its intention to invest any funds on deposit in the its Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount selected by such Borrower. (b) Funds on deposit in the Acquisition any Collection Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount may not be invested in any investment other than a Permitted Investment. Funds on deposit in any Account other than a Collection Account may not be invested in any investment, including Permitted Investments. In the absence of an Investment Notification, other than (x) funds in any investments set forth Collection Account shall remain in clauses (b) or such Collection Account uninvested. (c) of Unless and until the definition of Permitted Investments Accounts Bank has confirmed that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If it is satisfied that: (i) the Servicer fails it has been given sufficiently detailed information in relation to give investment instructions for any funds a Permitted Investment in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account which a Borrower wishes to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or invest; and (ii) the Qualified Institution receives notice from Intercreditor Agent has confirmed to the Indenture Accounts Bank and the Security Trustee that the Intercreditor Agent is satisfied that the Secured Parties shall have a Default or Event of Default has occurred and is continuingfirst ranking security interest in such Permitted Investment, the Qualified Institution will invest Borrower shall refrain from purchasing or instructing any other Person to purchase such Permitted Investment. (d) All Permitted Investments shall be made by the Borrower or any other Person selected by the Borrower in the name of the relevant Borrower and reinvest funds each Borrower shall place or instruct such other Person to place each Permitted Investment in the name of such Bank Account according Borrower. (e) If any Permitted Investment terminates or ceases to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permittedbe a Permitted Investment, the Indenture Trustee will notify relevant Borrower shall liquidate or procure the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder liquidation of the Permitted Investment or shall reinvest or procure the reinvestment of the Permitted Investment in replacement Permitted Investments. If Cellco . (f) No Secured Party shall be responsible for monitoring whether or not any investment is not a Permitted Investment. (g) A Borrower’s right to instruct the Servicer, manner of investment of funds on deposit in its Collection Account in Permitted Investments includes, but is not limited to the Collection Accountright: (i) to sell or instruct any Person to sell any Permitted Investment or hold it until maturity; and (ii) upon any sale at maturity of any Permitted Investment, to reinvest or procure the reinvestment of the proceeds thereof, in Permitted Investments or to hold such proceeds for application in accordance with the terms of this Agreement. (h) Each Borrower shall notify the Accounts Bank of its intention to liquidate or procure the liquidation of any Permitted Investment by written notice in substantially the form as set out in Schedule 31 (a “Liquidation Notification”). (i) Whenever a Borrower purchases or instructs a Person to purchase a Permitted Investment, not represented or evidenced by certificates or instruments capable of possession, the Acquisition AccountBorrower shall take or procure that such other Person takes all necessary action, including giving confirmations and notices to record the relevant Borrower’s interest therein. (j) Upon the disposal or maturity of any Permitted Investment (other than any Permitted Investment that a Borrower reinvests or instructs another Person to reinvest in a replacement Permitted Investment), the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything proceeds of such disposal (including any income or interest earned) shall be credited to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the relevant Borrower’s Collection Account from which the Permitted Investment was originally made. (k) In no event shall the Accounts Bank incur any liability in respect of any Permitted Investment or the Acquisition Account for any investment losses incurred thereon. (l) Each Borrower shall be solely responsible for all its own filings, tax returns and reports on any transactions in respect of any Permitted Investments or relating to any Permitted Investment as may be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesrequired by any relevant authority, governmental or otherwise.

Permitted Investments. If Any Escrow Cash in the Escrow Fund shall be initially invested by the Escrow Agent in the Escrow Agent’s Insured Money Market Account (“IMMA”), as described in Attachment B hereto. The Stockholders Representatives may provide instructions changing the investment of the Escrow Cash in the Escrow Fund (subject to applicable minimum investment requirements) by the furnishing of a written direction to the Escrow Agent; provided that such investments and reinvestments shall be limited, to the extent permitted by law and as directed by the Stockholders Representatives, to (i) no Default obligations issued or Event guaranteed by the United States of Default has occurred and is continuing and America or any agency or instrumentality thereof, (ii) Cellco is obligations (including certificates of deposit and bankers’ acceptances) of domestic commercial banks which at the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition date of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account their last public reporting had total assets in excess of such amount $500,000,000, (iii) commercial paper rated at least A-1 or P-1 or, if not rated, issued by companies having outstanding debt rated at least AA or Aa and (iv) money market mutual funds invested exclusively in any Permitted Investments, other than (x) any investments set forth some or all of the securities described in the foregoing clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account), the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice and (iii). Absent receipt of specific written investment instructions from the Indenture Trustee that a Default or Event of Default has occurred and is continuingStockholders Representatives, the Qualified Institution will Escrow Agent shall invest the Escrow Cash in the IMMA. If otherwise qualified, obligations of the Escrow Agent or any of its affiliates shall qualify as permitted investments. Notwithstanding the foregoing, permitted investments shall be limited to those instruments readily obtainable and reinvest funds in such Bank Account according routinely offered by the Escrow Agent’s Corporate Trust Services. The parties acknowledge that to the last investment instructions receivedextent regulations of the Comptroller of the Currency or other applicable regulatory entity grant them the right to receive individual confirmations of security transactions at no additional cost, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permittedas they occur, the Indenture Trustee will notify parties specifically waive receipt of such confirmations to the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are receivedextent permitted by law. The Servicer may direct Escrow Agent will furnish the Indenture Trustee to consentParties with periodic cash transaction statements that include detail for all investment transactions made by the Escrow Agent hereunder. In no event shall the Escrow Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. The Escrow Agent shall have no liability for any investment losses, vote, waive or take including without limitation any other action, or not to take any action, market loss on any matters available investment liquidated prior to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit maturity in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything order to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on make a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablespayment required hereunder.

Permitted Investments. All moneys held by the Custodian in the Senior Pledged Revenue Fund, the Senior Payment Fund, the Senior Reserve Fund and the Cost of Issuance Fund shall be promptly invested or reinvested by the Custodian, at the written direction of the Authority, in Permitted Investments only. The Custodian may conclusively rely upon the Authority’s written instruction as to both the suitability and legality of the directed investments. If the Authority fails to provide written directions concerning investment of moneys held by the Custodian, the Custodian may invest in a money market fund, provided funds will be available for withdrawal from such money market fund prior to the date such funds will be needed. The Custodian may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades, including cash sweep account fees. The Custodian is not required to issue confirmations of Permitted Investments for any month in which a monthly statement is rendered by the Custodian. The Custodian will not issue a monthly statement for any fund or account if no activity occurred in such fund or account during such month. Unless otherwise confirmed or directed in writing, an account statement delivered periodically by the Custodian to the Authority shall confirm that the investment transactions identified therein accurately reflect the investment directions of the Authority, unless the Authority notified the custodian in writing to the contrary within thirty (30) days of the date of such statement. The Custodian is specifically authorized to purchase or invest in shares of any investment company that (i) no Default is registered under the Investment Company Act of 1940, as amended (including both corporations and Massachusetts business trusts, and including companies for which the Custodian may provide advisory, administrative, custodial, or Event of Default has occurred and is continuing and other services for compensation), (ii) Cellco invests substantially all of its assets in short-term high-quality money-market instruments, limited to obligations issued or guaranteed by the United States, and (iii) maintains a constant asset value per share. The Custodian is the Servicerspecifically authorized to implement its automated cash investments system to assure that cash on hand is invested and to charge reasonable cash management fees, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as which may be agreed by the Indenture Trustee) deducted from income earned on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesinvestments.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If Upon the written request of Grantor, Beneficiary shall direct the Bank to invest and reinvest any balance in the Central Account from time to time in Permitted Investments as instructed by Grantor (iwhich instruction may be made no more than one time per month), PROVIDED that (a) if Grantor fails to so instruct Beneficiary, or upon the occurrence of an Event of Default, Beneficiary may direct the Bank to invest and reinvest such balance in Permitted Investments as Beneficiary shall determine in its sole discretion, (b) the maturities of the Permitted Investments on deposit in the Central Account shall, to the extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub-Accounts must be made, (c) all such Permitted Investments shall be held in the name and be under the sole dominion and control of Beneficiary, and (d) no Default or Event Permitted Investment shall be made unless Beneficiary shall retain a perfected first priority lien in such Permitted Investment securing the Debt and all filings and other actions necessary to ensure the validity, perfection, and priority of Default has occurred and is continuing and (ii) Cellco such lien have been taken. It is the Servicerintention of the parties hereto that the entire amounts deposited in the Central Account (or as much thereof as Beneficiary may reasonably arrange to invest) shall at all times be invested in Permitted Investments, and that the Central Account shall be a so-called "zero balance" account. All funds in the Central Account that are invested in a Permitted Investment are deemed to be held in the Central Account for all purposes of this Deed of Trust and the other Loan Documents. Beneficiary shall not have any liability for any loss in investments of funds in the Central Account that are invested in Permitted Investments whether Grantor or Beneficiary selected such Permitted Investment in accordance herewith and no such loss shall affect Grantor's obligation to fund, or liability for funding, the Servicer Central Account and each Sub-Account, as the case may instruct be. Grantor agrees that Grantor shall include all such earnings on the Indenture Trustee Central Account as income of Grantor (and, if Grantor is a partnership or other pass-through entity, the partners, members or beneficiaries of Grantor, as the case may be) for federal and applicable state and local tax purposes. Grantor shall have no right whatsoever to invest any funds direct the investment of the proceeds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If Escrow Agent shall hold the Escrow Funds and at the verbal or written instruction of Seller invest and reinvest the principal and accumulated income of the Escrow Fund in the following investments ("Permitted Investment"): (i) no Default Any U.S. Government or Event of Default has occurred and is continuing and U.S. Government Agency security; (ii) Cellco is Any commercial paper; (iii) Any certificate of deposit or time deposit in any bank (including Escrow Agent); (iv) Escrow Agent's money market fund or any other interest-bearing deposit accounts with any federally-insured bank (including the ServicerEscrow Agent or its affiliates). In the absence of instructions to the contrary from the Seller, the Servicer may instruct Escrow Agent shall invest the Indenture Trustee to invest any funds Escrow Funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments andset forth in clause (iv) of this Section 3.1. 3.1.1 Any Interest shall be added to the Escrow Funds; provided, if however, that any interest shall not be subject to disbursement to Buyer as provided for in Section 1.3 above. Escrow Agent shall make disbursements to Seller solely of the interest accrued on the Escrow Funds on a quarterly basis as of the last day of March, June, September and December, and at such other times at the written request of Seller. 3.1.2 The Escrow Agent will act upon written investment instructions the Business Day after such instructions are received, provided the Indenture Trustee requests are communicated within sufficient amount of time to allow the Escrow Agent to make the specified investment. Instructions received after an applicable investment cutoff deadline will direct be treated as being received by the Qualified Institution maintaining Escrow Agent on the Bank Accounts next Business Day, and the Escrow Agent shall not be liable for any loss arising directly or indirectly, in whole or in part, from the inability to invest Escrow Funds on the day the instructions are received. The Escrow Agent shall not be liable for any loss incurred by the actions or third parties or by any loss arising by error, failure or delay in making of an investment or reinvestment, and the Escrow Agent shall not be liable for any loss of principal or income in connection therewith, unless such error, failure or delay results from the Escrow Agent's gross negligence or willful misconduct or failure of the Escrow Agent to comply with any of the terms of this Escrow Agreement. As and when the Escrow funds in the Collection Accountor any interest or any portion there of is to be released under this Escrow Agreement, the Acquisition AccountEscrow Agent shall cause the Permitted Investments to be converted into cash, and the Reserve Account Escrow Agent shall not be liable for any loss or principal or income in connection therewith, unless such loss results from the Escrow Agent's gross negligence or willful misconduct or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on failure of the Escrow Agent to comply with any Payment Date, of the amount on deposit in terms of this Escrow Agreement. None of the Acquisition Account (after giving effect parties hereto shall be liable for any loss of principal or income due to the acquisition choice of any Additional Receivables on such date) is greater than 25% of Permitted Investments in which the aggregate Note Balance (after giving effect to any payments made on Escrow Funds are invested or the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition choice of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails converted into cash pursuant to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables3.1.2.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds Sums on deposit in the Collection Account, the any Site Acquisition Account, the Reserve Liquidated Site Replacement Account and the Negative Carry Account Reserve Accounts shall be invested in Permitted Investments andInvestments. Except during the continuance of an Event of Default, if investment instructions are received, the Manager shall have the right to direct the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts in writing to invest the funds sums on deposit in the Collection Account, the any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Account or the Negative Carry Account, as applicable, Accounts in those Permitted Investments; provided, thathowever, in no event shall the Manager direct the Indenture Trustee to make a Permitted Investment if the maturity date of that Permitted Investment is later than one Business Day prior to the date on any Payment Datewhich the invested sums are required for payment of an obligation for which an Account was created. In the absence of such written instruction (which shall specify a particular Permitted Investment), such funds shall remain uninvested. After an Event of Default of which a Responsible Officer of the amount Indenture Trustee shall have actual knowledge and during the continuance thereof, sums on deposit in the Collection Account, any Site Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date)Account, the Servicer Liquidated Site Replacement Account and the Reserve Accounts shall instruct remain uninvested unless otherwise directed in writing by the Servicer. The Obligors hereby irrevocably authorize the Indenture Trustee to invest apply any amounts income earned from Permitted Investments to the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts in accordance with the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments priorities set forth in clauses Section 5.01(a) of the Indenture with any such income available on any Payment Date being deemed to be attributable to the immediately preceding Collection Period for such purposes. The Obligors shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments. The Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts shall be assigned the federal tax identification number of the Issuer, which number is set forth on the signature page hereof. Any dividends or other earnings which may accrue on the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account or the Reserve Accounts shall be added to the balance in the applicable Account and allocated and/or disbursed in accordance with the terms hereof. In no event shall the Indenture Trustee be responsible for, or incur any liability with respect to, any investment losses incurred in accordance with the terms of this Agreement. The parties hereto acknowledge and agree that investments made pursuant to clause (b) or (cvi) of the definition of Permitted Investments includes mutual funds for which the Indenture Trustee (or any Affiliate of the Indenture Trustee) may serve as investment manager, administrator, shareholder, servicing agent, or custodian or subcustodian, notwithstanding the fact that (i) the Indenture Trustee (or an Affiliate of the Indenture Trustee) receives fees from such funds for services rendered, (ii) the Indenture Trustee charges and collects fees for services rendered pursuant to the Indenture, which fees are held separate from the fees received from such funds and (iii) services performed for such funds and pursuant to this Agreement and the Indenture may at times duplicate those provided to such funds by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereofits Affiliates. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.ARTICLE III DEPOSITS

Permitted Investments. If Upon the request of the Borrower, Lender shall direct the Bank to invest and reinvest any balances in the Cash Collateral Account and the Deferred Maintenance Reserve Account from time to time in Permitted Investments as instructed by the Borrower, provided that (i) no Default if the Borrower fails to so instruct Lender, or upon the occurrence and continuation of an Event of Default has occurred Default, Lender may direct the Bank to invest and is continuing and reinvest such balances in Permitted Investments as Lender shall determine in its sole discretion, (ii) Cellco is the Servicer, maturities of the Servicer may instruct the Indenture Trustee to invest any funds Permitted Investments on deposit in the Collection Account, the Acquisition Account, the Reserve Cash Collateral Account and the Negative Carry Deferred Maintenance Reserve Account in Permitted Investments and, if investment instructions are received, shall be selected and coordinated to become due not later than one day before any disbursements from the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Deferred Maintenance Reserve Account or the Negative Carry applicable Sub-Accounts must be made, (iii) all such Permitted Investments shall be held in the name of and be under the sole dominion and control of Lender and subject at all times to the terms hereof, and (iv) no Permitted Investment shall be made unless Lender shall have and continue to have a perfected first priority Lien in such Permitted Investment securing the obligations of the Borrower hereunder and under the other Loan Documents and all filings and other actions necessary to ensure the validity, perfection, and first priority of such Lien shall have been taken. It is the intention of the parties hereto that all Account Collateral (or as much thereof as Lender may reasonably arrange to invest) shall at all times be invested in Permitted Investments, and that the Cash Collateral Account and the Deferred Maintenance Reserve Account shall continue to be maintained even if there is "zero balance" in any such account at any time. All funds in the Cash Collateral Account and the Deferred Maintenance Reserve Account which are invested in a Permitted Investment shall be deemed to be held in the Cash Collateral Account and the Deferred Maintenance Reserve Account, as applicablethe case may be, in those Permitted Investments; provided, that, if on any Payment Date, for all purposes of this Agreement and the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer other Loan Documents. Lender shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions have no liability for any loss in investments of funds in the Collection Account, the Acquisition Account, the Reserve Cash Collateral Account or the Negative Carry Deferred Maintenance Reserve Account that are invested in Permitted Investments and no such loss shall affect the Borrower's obligations to the Indenture Trustee by 11:00 a.m. New York time (fund, or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuingliabilities for funding, the Qualified Institution will invest Cash Collateral Account or the Deferred Maintenance Reserve Account, and reinvest funds in such Bank Account according any respective Sub-Accounts, as the case may be. Borrower agrees to the last investment instructions receivedinclude all earnings, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Cash Collateral Account and the Negative Carry Deferred Maintenance Reserve Account will remain uninvested. Notwithstanding anything relating to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account on deposit from time to be invested unless it is able to maintain records on a daily basis as to the amounts realized time therein which are derived from the investment Real Property Asset as income of Collections received on each Originator’s Receivablesthe Borrower for federal and applicable state tax purposes.

Permitted Investments. If (i) no Default or Event Except as Section 13.9 may apply, all amounts held n the Trust Fund under the Plan shall be invested in mutual fund shares and annuities which are offered through the Service Company, and such other investments as shall be accepted in writing by the Service Company for availability under the Plan. All dividends, including capital gain dividends, paid by any mutual fund shall be reinvested in full and fractional shares of Default has occurred the mutual fund paying the dividend in the manner specified in the prospectus of the mutual fund, and is continuing and (ii) Cellco is such dividends shall be credited to the Servicer, Trust Fund. Each of the Servicer may instruct the Indenture Trustee to invest any mutual funds in which the Collection AccountPlan may invest carries its own fees and expenses, which may include management fees, Rule 12b-1 fees and/or other fees and expenses, which are described in detail in each fund's prospectus. Participants who invest in these mutual funds will, as shareholders of those funds, bear their prorata portion of each fund's fees and expenses. Employer acknowledges that Prudential Mutual Fund Distributors (PMFD) and Prudential Securities Incorporated (PSI) may act as distributor of each fund's shares and that PSI, PMFD and Prusec Securities Corporation (Prusec) are subsidiaries of The Prudential Insurance Company of America (Prudential) (through which the Acquisition AccountGuaranteed Interest Account is offered) and are each affiliated with the Funds as described in each fund?s prospectus. Employer acknowledges that Prudential, PMFD, PSI and Prusec are not fiduciaries to the Reserve Account Plan, have no obligation to the Plan or the Participants and are acting solely in their own interest. Employer further acknowledges that Prudential, PMFD, PSI and Prusec may be deemed to benefit from advisory and other fees paid to it or its affiliates in connection with the Negative Carry Account in Permitted Investments and, if investment instructions are received, management and operation of the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the mutual funds in which the Collection AccountParticipants may invest, the Acquisition Account, the Reserve Account or the Negative Carry Account, from sales charges and contingent deferred sales charges imposed as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit described in the Acquisition Account (after giving effect prospectus and from fees paid to The Prudential Insurance Company of America in connection with the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Guaranteed Interest Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If Upon the request of the Borrower, Lender shall direct the Bank to invest and reinvest any balances in the Cash Collateral Account and the Deferred Maintenance Reserve Account from time to time in Permitted Investments as instructed by the Borrower, provided that (i) no Default if the Borrower fails to so instruct Lender, or upon the occurrence and continuation of an Event of Default has occurred Default, Lender may direct the Bank to invest and is continuing and reinvest such balances in Permitted Investments as Lender shall determine in its sole discretion, (ii) Cellco is the Servicer, maturities of the Servicer may instruct the Indenture Trustee to invest any funds Permitted Investments on deposit in the Collection Account, the Acquisition Account, the Reserve Cash Collateral Account and the Negative Carry Deferred Maintenance Reserve Account in Permitted Investments and, if investment instructions are received, shall be selected and coordinated to become due not later than one day before any disbursements from the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Deferred Maintenance Reserve Account or the Negative Carry applicable Sub-Accounts must be made, (iii) all such Permitted Investments shall be held in the name of and be under the sole dominion and control of Lender and subject at all times to the terms hereof, and (iv) no Permitted Investment shall be made unless Lender shall have and continue to have a perfected first priority Lien in such Permitted Investment securing the obligations of the Borrower hereunder and under the other Loan Documents and all filings and other actions necessary to ensure the validity, perfection, and first priority of such Lien shall have been taken. It is the intention of the parties hereto that all Account Collateral (or as much thereof as Lender may reasonably arrange to invest) shall at all times be invested in Permitted Investments, and that the Cash Collateral Account and the Deferred Maintenance Reserve Account shall continue to be maintained even if there is "zero balance" in any such account at any time. All funds in the Cash Collateral Account and the Deferred Maintenance Reserve Account which are invested in a Permitted Investment shall be deemed to be held in the Cash Collateral Account and the Deferred Maintenance Reserve Account, as applicablethe case may be, in those Permitted Investments; provided, that, if on any Payment Date, for all purposes of this Agreement and the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer other Loan Documents. Lender shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions have no liability for any loss in investments of funds in the Collection Account, the Acquisition Account, the Reserve Cash Collateral Account or the Negative Carry Deferred Maintenance Reserve Account that are invested in Permitted Investments and no such loss shall affect the Borrower's obligations to the Indenture Trustee by 11:00 a.m. New York time (fund, or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuingliabilities for funding, the Qualified Institution will invest Cash Collateral Account or the Deferred Maintenance Reserve Account, and reinvest funds in such Bank Account according any respective Sub-Accounts, as the case may be. Borrower agrees to the last investment instructions receivedinclude all earnings, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Cash Collateral Account and the Negative Carry Deferred Maintenance Reserve Account will remain uninvested. Notwithstanding anything relating to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account on deposit from time to be invested unless it is able to maintain records on a daily basis as to the amounts realized time therein which are derived from the investment Real Property Assets as income of Collections received on each Originator’s Receivablesthe Borrower for federal and applicable state tax purposes.

Permitted Investments. If (a) In accordance with the written instructions of Purchaser, the Escrow Agent shall invest the Escrow Amount in investments that shall be limited to: (i) no Default treasury bills, treasury notes or Event any other direct obligations issued by or guaranteed in full as to principal and interest by the United States of Default has occurred and is continuing and America, (ii) Cellco is the Serviceraccounts of, and certificates of deposit issued by, the Servicer Escrow Agent (or any of its Affiliates) or any other commercial bank having capital, surplus and undivided profits of not less than $100,000,000.00 and having a rating of Baa-2 or better by Xxxxx’x, or the equivalent, (iii) commercial paper rated no lower than “P-1” by Xxxxx’x, or the equivalent, (iv) money market accounts and money market mutual funds whose investments are substantially as described in clauses (i) through (iii), and (v) such other investments as may instruct be set forth in any written agreement of Purchaser and Seller (the Indenture Trustee “Permitted Investments”). In the event that the Escrow Agent does not receive written direction to invest any funds held in the Collection Escrow Account, the Acquisition Account, the Reserve Account Escrow Agent shall invest and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the reinvest such funds in a money market deposit account offered by the Collection Escrow Agent in connection with its escrow-related services generally. None of the parties hereto shall be liable or responsible in any manner for any loss or depreciation resulting from any such Permitted Investment or any liquidation thereof, or for any costs in connection therewith, and all of said losses and costs shall be borne by the Escrow Account. (b) The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the Acquisition Account, investment of moneys held in the Reserve Escrow Account or the Negative Carry Accountpurchase, as applicablesale, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition retention or other disposition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or Investment. (c) Interest and other earnings on Permitted Investments shall be added to the Escrow Account. Any loss or expense incurred as a result of an investment will be borne by the definition Escrow Account. (d) The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent shall send statements to Purchaser and Seller on a monthly basis reflecting activity in the Escrow Account for the preceding month. Although Purchaser and Seller each recognize that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, Purchaser and Seller hereby agree that confirmations of Permitted Investments are held not required to be issued by or at the Indenture Trustee or (y) any investments set forth Escrow Agent for each month in clause which a monthly statement is rendered. No statement need be rendered for the Escrow Account if no activity occurred for such month. (e) Purchaser and Seller each acknowledge and agree that the delivery of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account escrowed property is subject to the Indenture Trustee by 11:00 a.m. New York time (or other time as may sale and final settlement of Permitted Investments. Proceeds of a sale of Permitted Investments will be agreed by the Indenture Trustee) delivered on the Business Day before a Payment Date or (ii) business day on which the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according appropriate instructions are delivered to the last investment instructions received, Escrow Agent if any. If no received prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder deadline for same day sale of the such Permitted Investments. If Cellco is not such instructions are received after the Servicerapplicable deadline, funds proceeds will be delivered on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesnext succeeding business day.

Permitted Investments. If Amounts held in the Cash Management Account may only be invested in Overnight Funds and in money market investments of U.S. Bank National Association and the Servicing Agent's Disbursement Account may only be invested in Overnight Funds. Amounts held in the Borrower's Funds Account, the Bank Proceeds Account, the Loss Proceeds Account, the Guaranty Deposit Account, the Interest Payment Account, the Term B Sub-Account, the Term C Sub-Account and the Construction Note Disbursement Account may be invested by the Securities Intermediary in Permitted Investments at the expense and risk of the Borrower (ix) no Default or as directed in writing by the Borrower so long as the Administrative Agent has not notified the Securities Intermediary that an Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of after the definition thereof. If (i) Administrative Agent has notified the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee Securities Intermediary that a Default or an Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according as directed by (1) with respect to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Borrower's Funds Account, the Acquisition Bank Proceeds Account, the Reserve Loss Proceeds Account, the Guaranty Deposit Account, the Term B Sub-Account, the Term C Sub-Account and the Negative Carry Account will remain uninvestedInterest Payment Account, the Disbursement Agent upon instructions from the Administrative Agent, and (2) with respect to the Construction Note Disbursement Account, the Disbursement Agent upon instructions from the Discount Note Indenture Trustee. Notwithstanding anything to the contrary in this Section 4.2(a) or foregoing, in the Transaction Documentsevent that (x) the Borrower fails to so direct the Securities Intermediary or (z) an Event of Default exists and the Disbursement Agent fails to direct the Securities Intermediary, all such amounts shall be invested in overnight deposit accounts, provided, however, that the Securities Intermediary's obligation to invest such amounts is conditioned upon receipt by the Securities Intermediary of a valid Form W9 of the Internal Revenue Service (or other applicable documentation) which has been fully executed by the Borrower. The right to direct the manner of investment includes, but is not limited to, the Servicer shall not allow amounts held right (i) to sell any Permitted Investment or hold it until maturity, and (ii) upon any sale at maturity of any Permitted Investment, to direct the Securities Intermediary to reinvest the proceeds thereof, plus any interest received thereon, in Permitted Investments or hold such proceeds and interest for application pursuant to this Disbursement Agreement. Notwithstanding the Collection Account or foregoing, the Acquisition Account Securities Intermediary is hereby authorized to be invested unless it is able reduce to maintain records on a daily basis as cash any Permitted Investment (without regard to the amounts realized from the investment of Collections received on each Originator’s Receivablesmaturity) in order to make any application required by Section 2.4.4. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, INCLUDING, WITHOUT LIMITATION, THE DEFINITION OF THE TERM "PERMITTED INVESTMENTS," IT IS UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT SO LONG AS THE BANK OF NOVA SCOTIA SHALL BE THE SECURITIES INTERMEDIARY, THE ONLY "PERMITTED INVESTMENTS" THAT MAY BE MADE ARE OVERNIGHT DEPOSITS AND TIME DEPOSITS WITH SCOTIABANK AND COMMERCIAL PAPER ISSUED BY SCOTIABANK PROVIDED SUCH INVESTMENTS ARE ON COMMERCIALLY COMPETITIVE TERMS WHICH SHALL BE DEEMED TO BE THE CASE UNLESS OTHERWISE ADVISED BY THE BORROWER IN WRITING. THIS RESTRICTION SHALL TERMINATE UPON THE APPOINTMENT OF A SUCCESSOR SECURITIES INTERMEDIARY PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, THE BORROWER 77 COLLATERAL ACCOUNT AGREEMENT, THE SCOTIABANK COLLATERAL ACCOUNT AGREEMENT AND THE HOLDINGS COLLATERAL ACCOUNT AGREEMENT.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds Funds on deposit in the Collection Account, the Acquisition Principal Collection Account and the Reserve Account shall be invested in Permitted Investments by or at the written direction of the Borrower, which may be in the form of standing instructions; 76 provided, that, if a Termination Event or Unmatured Termination Event shall have occurred, such amounts shall continue to be invested in Permitted Investments according to the last written direction received from the Borrower. Absent written direction from the Borrower, then any funds in such accounts shall remain uninvested (without any requirement or liability to pay for interest or earnings). Any such written directions shall specify the particular investment to be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. Funds on deposit in the Collection Account, the Reserve Principal Collection Account and the Negative Carry Reserve Account shall be invested in Permitted Investments that will remain uninvested. Notwithstanding anything mature so that such funds will be available no later than the Business Day prior to the contrary in this Section 4.2(a) or next Payment Date, except that in the Transaction Documentscase of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall be deposited in the Collection Account, the Servicer shall not allow amounts held in the Principal Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in any account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account, the Principal Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent’s receipt of a broker’s confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on a daily basis as to provided by the amounts realized from Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period. The Collateral Agent shall not be liable for any loss, including without limitation any loss of Collections received on each Originator’s Receivablesprincipal or interest, or for any breakage fees or penalties in connection with the purchase or liquidation of any investment made in accordance with the written instructions of the Borrower.

Permitted Investments. If (i) no Default or Sums on deposit in the Accounts shall --------------------- not be invested except in Permitted Investments. Except during the existence of any Event of Default has occurred and is continuing and (ii) Cellco is Default, Borrower shall have the Servicer, the Servicer may instruct the Indenture Trustee right to direct Agent to invest any funds sums on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account Accounts in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, thathowever, in -------- ------- no event shall Borrower direct Agent to make a Permitted Investment if the maturity date of that Permitted Investment is later than the date on any Payment Datewhich the invested sums are required for payment of an obligation for which the Account was created. After an Event of Default and during the continuance thereof, the amount Lender may direct Agent to invest sums on deposit in the Acquisition Account (after giving effect Accounts in Permitted Investments as Lender shall determine in its sole discretion. Borrower hereby irrevocably authorizes and directs Agent to apply any income earned from Permitted Investments to the acquisition respective Accounts. The amount of actual losses sustained on a liquidation of a Permitted Investment shall be deposited into the Central Account by Borrower no later than one (1) Business Day following such liquidation. Borrower shall be responsible for payment of any Additional Receivables on such date) federal, state or local income or other tax applicable to income earned from Permitted Investments. The Accounts shall be assigned the federal tax identification number of Borrower, which number is greater than 25% of the aggregate Note Balance (after giving effect to any payments made set forth on the Notes signature pages hereof. Any interest, dividends or other earnings which may accrue on such date), the Servicer Accounts shall instruct be added to the Indenture Trustee to invest any amounts balance in the Acquisition applicable Account and allocated and/or disbursed in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of accordance with the definition of Permitted Investments terms hereof. Provided that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or no Event of Default has occurred exists (subject to Section 7.3 of the Loan Agreement) and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according subject to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer terms and request new investment instructions, conditions of Sections 6.3 - 6.5 and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder 7.3 of the Permitted Investments. If Cellco is not Loan Agreement, interest, dividends and other earnings which may accrue on the Servicer, funds on deposit in the Collection Impositions and Insurance Reserve Sub-Account, the Acquisition Account, the Debt Service Reserve Sub-Account and Replacement Reserve Sub-Account shall be disbursed by Agent to Borrower promptly after the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment end of Collections received on each Originator’s Receivablescalendar quarter.

Permitted Investments. If (a) The Servicer may direct any depository institution maintaining any Custodial Account or Escrow Account (for purposes of this Section 5.16, an “Investment Account”) to invest, or if it is such depository institution, may itself invest, the funds held therein only in one (1) or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no Default or Event of Default has occurred and 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, if a Person other than the depository institution maintaining such account is continuing the obligor thereon and (ii) Cellco no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required to be withdrawn on such date; and (ii) demand payment of all amounts due thereunder promptly upon determination by the Servicer that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account. (b) Interest and investment income realized on funds deposited in any Custodial Account or Escrow Account, to the extent of the Net Investment Earnings, if any, with respect to such account for the period from the immediately preceding Remittance Date to such Remittance Date, shall be for the sole and exclusive benefit of the Servicer. In the event that any loss or late payment shall be incurred in respect of any Permitted Investment on deposit in any Custodial Account or Escrow Account, the Servicer shall deposit therein, no later than the Remittance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from the immediately preceding Remittance Date to such Remittance Date. If the Servicer advances funds to cover a shortfall in any Custodial Account or Escrow Account due to a late payment on a Permitted Investment, the Servicer may instruct withdraw the Indenture Trustee to invest amount of such advance when the late payment on the Permitted Investment is made. (c) Except as otherwise expressly provided in this Agreement, if any funds default occurs in the Collection Accountmaking of a payment due under any Permitted Investment, the Acquisition Account, the Reserve Account and the Negative Carry Account or if a default occurs in any other performance required under any Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date)Investment, the Servicer shall instruct may and, upon the Indenture Trustee request of the Owner shall, take such action as may be appropriate to invest any amounts in enforce such payment or performance, including the Acquisition Account in excess institution and prosecution of such amount in any Permitted Investmentsappropriate proceedings, other than (x) any investments set forth in clauses it being understood that the Servicer will duly observe subsection (b) of this Section 5.16 notwithstanding any action taken or to be taken by the Servicer in accordance with this subsection (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof). If (i) the The Servicer fails to give investment instructions shall be responsible for any funds in the Collection Accountall costs, the Acquisition Accountexpenses, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred fees, loss and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions receiveddamages, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take resulting from taking any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in action contemplated under this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables5.16(c).

Permitted Investments. If (i) no Default or Event Pending the application of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Accountaccordance with this Article III, the Acquisition Account, the Reserve funds held in any Account shall be invested and the Negative Carry Account reinvested in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (eh) of the definition thereof. If ) by the Depositary Bank upon written direction of the Borrower (i) the Servicer fails to give investment instructions for any funds which may be in the Collection Accountform of a standing instruction) or, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before if a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Secured Obligation Event of Default has occurred and is continuing, of the Qualified Institution will invest Collateral Agent, only in Permitted Investments, and reinvest with respect to those amounts next anticipated to be transferred or withdrawn, having a scheduled maturity no later than such next anticipated cash withdrawal or transfer from such Account. In the event no written instructions of the Borrower (or, if applicable of the Collateral Agent), is received by 11:00 a.m., New York time on any Business Day, such funds shall be held uninvested. All funds in an Account that are invested pursuant to this Section 3.01(a) shall be deemed to be held in such Bank Account according for purposes of this Agreement and the other Financing Documents and shall constitute part of the Depositary Collateral. The Borrower’s right to direct the manner of investment to the last investment instructions extent provided in this Section 3.01(a) includes the right (i) to direct the Depositary Bank to sell any Permitted Investment or hold it until maturity and (ii) upon any sale or maturity of any Permitted Investment, to direct the Depositary Bank to reinvest the proceeds thereof, plus any interest received by the Depositary Bank thereon, in Permitted Investments or to hold such proceeds and interest for application pursuant to the terms of this Agreement. Except as otherwise provided herein, net interest or gain received, if any. If no prior investment instructions have been received or if , from such Permitted Investments shall be deposited into the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested applicable Account until new investment instructions are receivedapplied in accordance with Section 3.01(d). The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available Borrower shall bear all risk of loss of capital from investments in Permitted Investments except to the holder extent that any such loss has resulted from the Depositary Bank’s or the Collateral Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final judgment from which no appeal may be taken. It is agreed and understood that the Depositary Bank may earn fees associated with the investments outlined above in accordance with the terms of such investments. In no event shall the Depositary Bank be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Depositary Bank or its affiliates are permitted to receive additional compensation that could be deemed to be in the Depositary Bank’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. If Cellco is not the Servicerinvestments, funds on deposit (ii) using affiliates to effect transactions in the Collection Account, the Acquisition Account, the Reserve Account certain investments and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary (iii) effecting transactions in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesinvestments.

Permitted Investments. If (b) investments by any Borrower existing on the date hereof and on the Delstar Acquisition Effective Date in the Equity Interests of its Subsidiaries; (c) investments (i) no Default or Event to consummate Permitted Acquisitions and, subject to the satisfaction of Default has occurred and is continuing the conditions precedent set forth in Section 4.03, the Delstar Acquisition and (ii) Cellco is consisting of transfers of the Servicer, the Servicer may instruct the Indenture Trustee to invest Equity Interests of any funds Foreign Subsidiary acquired in a Permitted Acquisition or in the Collection AccountDelstar Acquisition by any Loan Party or other Domestic Subsidiary to any other Foreign Subsidiary to the extent such transfer is not prohibited under Section 6.03; (d) (i) loans, advances or Guarantees of obligations which are not Indebtedness made by any Borrower to any Subsidiary Guarantor and made by any Subsidiary Guarantor to any Borrower or any other Subsidiary Guarantor, (ii) loans, advances or Guarantees of obligations which are not Indebtedness made by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor, (iii) loans, advances or Guarantees of obligations which are not Indebtedness made by any Subsidiary that is not a Subsidiary Guarantor to any Borrower or any Subsidiary Guarantor and (iv) loans, advances or Guarantees of obligations which are not Indebtedness made by any Borrower to any Subsidiary that is not a Subsidiary Guarantor and made by any Subsidiary that is not a Subsidiary Guarantor to any Borrower or any other Subsidiary that is not a Subsidiary Guarantor so long as at the Acquisition Accounttime of such loan, advance or Guarantee pursuant to this clause (iv), Parent on a consolidated basis shall be in compliance with Section 6.10(b) as of the Reserve Account last day of the most recently ended quarter for which financial statements of Parent have been delivered (and such financial statements have been delivered in accordance with the Negative Carry Account terms hereof); (e) Guarantees constituting Indebtedness permitted by Section 6.01; (f) any other investments, loans or advances (other than any such investments, loans or advances made in Permitted Investments andconnection with acquiring from any Person other than Parent or a Subsidiary (i) all or substantially all of the assets of a Person, if investment instructions are received(ii) all or substantially all of any business or division of a Person, or (iii) a majority or more of the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts Equity Interests of any Person), so long as prior to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (and after giving effect to the acquisition of any Additional Receivables such investment, loan or advance, Parent on such date) is greater than 25% of the aggregate Note Balance a consolidated basis shall have a Net Debt to EBITDA Ratio (after giving effect to any payments made such investment, loan or advance, calculated on a pro forma basis in a manner satisfactory to Administrative Agent) of not greater than 2.75:1.00 for the twelve (12) month period ending on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) last day of the definition most recently ended quarter for which financial statements of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions Parent have been received delivered to Administrative Agent pursuant to Section 5.01(b); and (g) Swap Agreements entered into by any Borrower or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Subsidiary permitted by Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.6.05

Permitted Investments. If Upon the written request of Mortgagor, Mortgagee shall direct the Bank to invest and reinvest any balance in the Central Account from time to time in Permitted Investments as instructed by Mortgagor (iwhich instruction may be made no more than one time per month), provided that (a) if Mortgagor fails to so instruct Mortgagee, or upon the occurrence of an Event of Default, Mortgagee may direct the Bank to invest and reinvest such balance in Permitted Investments as Mortgagee shall determine in its sole discretion, (b) the maturities of the Permitted Investments on deposit in the Central Account shall, to the extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub-Accounts must be made, (c) all such Permitted Investments shall be held in the name and be under the sole dominion and control of Mortgagee, and (d) no Default or Event Permitted Investment shall be made unless Mortgagee shall retain a perfected first priority lien in such Permitted Investment securing the Debt and all filings and other actions necessary to ensure the validity, perfection, and priority of Default has occurred and is continuing and (ii) Cellco such lien have been taken. It is the Servicerintention of the parties hereto that the entire amounts deposited in the Central Account (or as much thereof as Mortgagee may reasonably arrange to invest) shall at all times be invested in Permitted Investments, and that the Central Account shall be a so-called "zero balance" account. All funds in the Central Account that are invested in a Permitted Investment are deemed to be held in the Central Account for all purposes of this Mortgage and the other Loan Documents. Mortgagee shall not have any liability for any loss in investments of funds in the Central Account that are invested in Permitted Investments whether Mortgagor or Mortgagee selected such Permitted Investment in accordance herewith and no such loss shall affect Mortgagor's obligation to fund, or liability for funding, the Servicer Central Account and each Sub-Account, as the case may instruct be. Mxxxxxxxx agrees that Mxxxxxxxx shall include all such earnings on the Indenture Trustee Central Account as income of Mortgagor (and, if Mortgagor is a partnership or other pass-through entity, the partners, members or beneficiaries of Mortgagor, as the case may be) for federal and applicable state and local tax purposes. Mortgagor shall have no right whatsoever to invest any funds direct the investment of the proceeds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds Sums on deposit in the Collection Account, the any Site Acquisition Account, the Reserve Liquidated Site Replacement Account and the Negative Carry Account Reserve Accounts shall be invested in Permitted Investments andInvestments. Except during the existence of an Event of Default, if investment instructions are received, the Manager shall direct the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts in writing to invest the funds sums on deposit in the Collection Account, the any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Account or the Negative Carry Account, as applicable, Accounts in those Permitted Investments; provided, thathowever, in no event shall the Manager direct the Indenture Trustee to make a Permitted Investment if the maturity date of that Permitted Investment is later than one Business Day prior to a Payment Date if there are insufficient funds available for the payment of the obligations due on any such Payment Date. In the absence of such written instruction (which shall specify a particular Permitted Investment), such funds shall remain uninvested. After an Event of Default of which a Responsible Officer of the amount Indenture Trustee shall have actual knowledge and during the continuance thereof, sums on deposit in the Collection Account, any Site Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date)Account, the Servicer Liquidated Site Replacement Account and the Reserve Accounts shall instruct remain uninvested unless otherwise directed by the Servicer. The Obligors hereby irrevocably authorize the Indenture Trustee to invest apply any amounts income earned from Permitted Investments to the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts in accordance with the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments priorities set forth in clauses Section 5.01(a) of the Indenture with any such income available on any Payment Date being deemed to be attributable to the immediately preceding Collection Period for such purposes. The Obligors shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments. The Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts shall be assigned the federal tax identification number of the Issuer, which number is set forth on the signature page hereof. Any dividends or other earnings which may accrue on the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account or the Reserve Accounts shall be added to the balance in the applicable Account and allocated and/or disbursed in accordance with the terms hereof. In no event shall the Indenture Trustee be responsible for, or incur any liability with respect to, any investment losses incurred in accordance with the terms of this Agreement. The parties hereto acknowledge that investments made pursuant to clause (b) or (cvi) of the definition of Permitted Investments includes mutual funds for which the Indenture Trustee (or any Affiliate of the Indenture Trustee) may serve as investment manager, administrator, shareholder, servicing agent, or custodian or subcustodian, notwithstanding the fact that (i) the Indenture Trustee (or an Affiliate of the Indenture Trustee) receives fees from such funds for services rendered, (ii) the Indenture Trustee charges and collects fees for services rendered pursuant to the Indenture, which fees are held separate from the fees received from such funds and (iii) services performed for such funds and pursuant to this Agreement and the Indenture may at times duplicate those provided to such funds by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesits Affiliates.

Permitted Investments. If (i) no Default or Event Upon the written request of Default has occurred and is continuing and (ii) Cellco is Mortgagor, Mortgagee shall direct the Servicer, the Servicer may instruct the Indenture Trustee Bank to invest and reinvest any funds balance in the Collection Account, the Acquisition Account, the Reserve Central Account and the Negative Carry Account from time to time in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account instructed by Mortgagor (after giving effect to the acquisition of any Additional Receivables on such date) is greater which instruction may be made no more than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such dateone time per month), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than PROVIDED THAT (xa) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer if Mortgagor fails to give investment instructions for any funds in so instruct Mortgagee, or upon the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that occurrence of a Default or Event of Default has occurred and is continuingDefault, Mortgagee may direct the Qualified Institution will Bank to invest and reinvest funds such balance in such Bank Account according Permitted Investments as Mortgagee shall determine in its sole discretion (and Mortgagee shall provide written notice to Mortgagor of Mortgagee's directions regarding Permitted Investments), (b) the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder maturities of the Permitted Investments. If Cellco is not the Servicer, funds Investments on deposit in the Collection AccountCentral Account shall, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(aextent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub-Accounts must be made, (c) or in the Transaction Documents, the Servicer all such Permitted Investments shall not allow amounts be held in the Collection name and be under the sole dominion and control of Mortgagee, and (d) no Permitted Investment shall be made unless Mortgagee shall retain a perfected first priority lien in such Permitted Investment securing the secured indebtedness and all filings and other actions necessary to ensure the validity, perfection, and priority of such lien have been taken. It is the intention of the parties hereto that the entire amounts deposited in the Central Account (or as much thereof as Mortgagee may reasonably arrange to invest) shall at all times be invested in Permitted Investments, and that the Acquisition Central Account shall be a so-called "zero balance" account. All funds in the Central Account that are invested in a Permitted Investment are deemed to be held in the Central Account for all purposes of this Mortgage and the other Loan Documents. Mortgagee shall not have any liability for any loss in investments of funds in the Central Account that are invested unless it in Permitted Investments whether Mortgagor or Mortgagee selected such Permitted Investment in accordance herewith and no such loss shall affect Mortgagor's obligation to fund, or liability for funding, the Central Account and each Sub-Account, as the case may be. Mortgagor agrees that Mortgagor shall include all such earnings on the Central Account as income of Mortgagor (and, if Mortgagor is able a partnership or other pass-through entity, the partners, members or beneficiaries of Mortgagor, as the case may be) for federal and applicable state and local tax purposes. Mortgagor shall have no right whatsoever to maintain records on a daily basis as to the amounts realized from direct the investment of Collections received on each Originator’s Receivablesthe proceeds in the Collection Account.

Permitted Investments. If (ia) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to The Depositary will invest any funds cash held in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account Pledged Accounts in Permitted Investments and, if investment instructions are received, upon receipt of the Indenture Trustee will direct notices specified in this Section 5.1 at the Qualified Institution maintaining written direction of the Bank Issuer. The Issuer shall notify the Depositary in writing from time to time of the specific Permitted Investments in which it desires cash in the Pledged Accounts to be invested. Any such notice shall certify that the requested investment constitutes a Permitted Investment. The Collateral Agent authorizes the Issuer to submit such notices (which may be standing instructions of the Issuer) and directs the Depositary to invest the funds cash in the Collection Account, Pledged Accounts in accordance with such notices. (b) The Depositary is authorized and directed to sell or liquidate all or any of the Acquisition Account, Permitted Investments when the Reserve Account proceeds thereof are required for transfer of funds pursuant to the terms of this Agreement. All earnings and losses on any investments shall be credited or the Negative Carry Accountdebited, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition Pledged Account from which such investment was made. Any income tax payable on account of any Additional Receivables income or gain on such date) is greater than 25% Permitted Investments will be for the account of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or Issuer. (c) The Depositary shall have no obligation to invest or reinvest the funds if deposited with the Depositary after 11:00 a.m. (New York City time) on such day of deposit. The Depositary shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereoffunds. If a selection is not made and a written direction not given to the Depositary, the funds shall remain uninvested until a direction is received from the Issuer. It is agreed and understood that the entity serving as Depositary or its Affiliates may earn fees associated with the investments outlined above in accordance with the terms of such investments. In no event shall the Depositary be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Depositary or its affiliates are permitted to receive additional compensation that could be deemed to be in the Depositary’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub custodian with respect to certain of the Servicer fails to give investment instructions for any funds in the Collection Accountinvestments, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred using affiliates to effect transactions in certain investments and is continuing, the Qualified Institution will invest and reinvest funds (iii) effecting transactions in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesinvestments.

Permitted Investments. If Upon the written request of Owner, Lender --------------------- shall instruct the depositary institution holding the Securitization Costs Account and the Restoration Account to invest and reinvest any balance in the Securitization Costs Account and the Restoration Account from time to time in Permitted Investments as instructed by Owner and otherwise in accordance with this Section 2.19(c), provided that (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer Owner fails to give investment instructions for any funds in so instruct such depositary, or upon the Collection Account, occurrence and during the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that continuance of a Default or Event of Default has occurred and is continuingDefault, the Qualified Institution will Lender may invest and reinvest funds such balance in such Bank Account according to Permitted Investments as Lender shall determine in its sole discretion, (ii) the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder maturities of the Permitted Investments. If Cellco is not the Servicer, funds Investments on deposit in the Collection Account, the Acquisition Account, the Reserve Securitization Costs Account and the Negative Carry Restoration Account will remain uninvested. Notwithstanding anything shall, to the contrary in this Section 4.2(aextent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the Securitization Costs Account and the Restoration Account must be made, (iii) or in the Transaction Documents, the Servicer all such Permitted Investments shall not allow amounts be held in the Collection name of Lender, its successors and assigns, and shall be under the sole dominion and control of Lender, and (iv) no Permitted Investment shall be made unless Lender shall retain a perfected first priority Lien in such Permitted Investment securing the Indebtedness and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken. All funds in the Securitization Costs Account or and the Acquisition Restoration Account that are invested in a Permitted Investment are deemed to be held in the Securitization Costs Account and the Restoration Account for all purposes of this Indenture and the other Loan Documents. Neither Lender nor any of the other Lender Parties shall have any liability for any loss in investments of funds in the Securitization Costs Account and the Restoration Account that are invested unless it in Permitted Investments whether Owner or Lender selected such Permitted Investment in accordance herewith and no such loss shall affect Owner's obligation to fund, or liability for funding, the Securitization Costs Account and the Restoration Account. Owner agrees that Owner shall include all such earnings on the Securitization Costs Account and the Restoration Account as income of Owner (and, if Owner is able a partnership or other pass-through entity, the partners, members or beneficiaries of Owner, as the case may be), and shall be the owner of such accounts for federal and applicable state and local tax purposes. Owner shall be responsible for any and all fees, costs and expenses with respect to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s ReceivablesPermitted Investments.

Permitted Investments. If Upon the request of the Borrowers, the Lender may direct the Collateral Agent in writing to invest and reinvest any balance in the Collection Account from time to time in Permitted Investments as instructed by the Borrowers; provided, however, that (i) no Default if the Borrowers fail to so instruct the Lender, or upon the occurrence of an Event of Default has occurred and is continuing and (ii) Cellco is the ServicerDefault, the Servicer may instruct Lender shall direct the Indenture Trustee Collateral Agent in writing to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account reinvest such balance in Permitted Investments andas the Lender shall determine in its sole discretion, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder maturities of the Permitted Investments. If Cellco is not the Servicer, funds Investments on deposit in the Collection AccountAccount shall, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(aextent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub-Accounts must be made, (iii) or all such Permitted Investments shall be held in the Transaction Documentsname and be under the sole dominion and control of the Lender, and (iv) no Permitted Investment shall be made unless the Servicer Lender shall not allow amounts retain a perfected first priority Lien in such Permitted Investment securing the Secured Obligations and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken. It is the intention of the parties hereto that the entire amount deposited in the Collection Account (or as much thereof as the Lender may reasonably arrange to invest) shall at all times be invested in Permitted Investments, and that the Collection Account shall be a so-called "zero balance" account. All funds in the Collection Account that are invested in a Permitted Investment are deemed to be held in the Collection Account for all purposes of this Agreement and the other Loan Documents. The Lender shall have no liability for any loss in investments of funds in the Collection Account that are invested in Permitted Investments (unless invested contrary to Borrowers' request prior to an Event of Default) and no such loss shall affect the Borrowers' obligation to fund, or liability for funding, the Collection Account and each Sub-Account, as the case may be. Each Borrower agrees that such Borrower shall include its pro-rata share of all such earnings on the Collection Account as income of such Borrower for federal and applicable state tax purposes. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the liquidation of any Permitted Investment prior to its stated maturity or the Acquisition Account failure of the Borrowers or the Lender to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.provide timely written

Permitted Investments. If Upon the written request of Grantor, Beneficiary shall direct the Bank to invest and reinvest any balance in the Cash Collateral Account from time to time in Permitted Investments as instructed by Grantor (iwhich instruction may be made no more than one time per month), provided that (a) if Grantor fails to so instruct Beneficiary, or upon the occurrence of a Default, Beneficiary may direct the Bank to invest and reinvest such balance in Permitted Investments as Beneficiary shall determine in its sole discretion, (b) the maturities of the Permitted Investments on deposit in the Cash Collateral Account shall, to the extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub-Accounts must be made, (c) all such Permitted Investments shall be held in the name and be under the sole dominion and control of Beneficiary, and (d) no Default or Event Permitted Investment shall be made unless Beneficiary shall retain a perfected first priority lien on such Permitted Investment securing the Debt and all filings and other actions necessary to ensure the validity, perfection, and priority of Default has occurred and is continuing and (ii) Cellco such lien have been taken. It is the Servicerintention of the parties hereto that the entire amounts deposited in the Cash Collateral Account (or as much thereof as Beneficiary may reasonably arrange to invest) shall at all times be invested in Permitted Investments, and that the Cash Collateral Account shall be a so-called "zero balance" account. All funds in the Cash Collateral Account that are invested in a Permitted Investment are deemed to be held in the Cash Collateral Account for all purposes of this Deed of Trust and the other Loan Documents. Beneficiary shall not have any liability for any loss in investments of funds in the Cash Collateral Account that are invested in Permitted Investments whether Grantor or Beneficiary selected such Permitted Investment in accordance herewith and no such loss shall affect Grantor's obligation to fund, or liability for funding, the Servicer Cash Collateral Account and each Sub-Account, as the case may instruct be. Grantor agrees that Grantor shall include all such earnings on the Indenture Trustee Cash Collateral Account as income of Grantor (and, if Grantor is a partnership or other pass-through entity, the partners, members or beneficiaries of Grantor, as the case may be) for federal and applicable state and local tax purposes. Grantor shall have no right whatsoever to invest any funds direct the investment of the proceeds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds Funds on deposit in the Collection Account, the Acquisition Principal Collection Account and the Reserve Account shall be invested in Permitted Investments by or at the written direction of the Borrower, provided that if a Termination Event or Unmatured Termination Event shall have occurred, such amounts shall continue to be invested in Permitted Investments according to the last written direction received from the 71 Borrower. Absent written direction from the Borrower, then any funds in such accounts shall remain uninvested (without any requirement or liability to pay for interest or earnings). Any such written directions shall specify the particular investment to be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. Funds on deposit in the Collection Account, the Reserve Principal Collection Account and the Negative Carry Reserve Account shall be invested in Permitted Investments that will remain uninvested. Notwithstanding anything mature so that such funds will be available no later than the Business Day prior to the contrary in this Section 4.2(a) or next Payment Date, except that in the Transaction Documentscase of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall be deposited in the Collection Account, the Servicer shall not allow amounts held in the Principal Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in any account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account, the Principal Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent’s receipt of a broker’s confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on a daily basis as to provided by the amounts realized from Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period. The Collateral Agent shall not be liable for any loss, including without limitation any loss of Collections received on each Originator’s Receivablesprincipal or interest, or for any breakage fees or penalties in connection with the purchase or liquidation of any investment made in accordance with the written instructions of the Borrower.

Permitted Investments. If (a) The Servicer may direct any depository institution maintaining any Custodial Account or Escrow Account (for purposes of this Section 5.16, an “Investment Account”) to invest, or if it is such depository institution, may itself invest, the funds held therein only in one (1) or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no Default or Event of Default has occurred and 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, if a Person other than the depository institution maintaining such account is continuing the obligor thereon and (ii) Cellco no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required to be withdrawn on such date; and (ii) demand payment of all amounts due thereunder promptly upon determination by the Servicer that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account. (b) Interest and investment income realized on funds deposited in any Custodial Account or Escrow Account, to the extent of the Net Investment Earnings, if any, with respect to such account for the period from the immediately preceding Determination Date to such Determination Date, shall be for the sole and exclusive benefit of the Servicer. In the event that any loss or late payment shall be incurred in respect of any Permitted Investment on deposit in any Custodial Account or Escrow Account, the Servicer shall deposit therein, no later than the Remittance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from the immediately preceding Determination Date to the current Determination Date. If the Servicer advances funds to cover a shortfall in any Custodial Account or Escrow Account due to a late payment on a Permitted Investment, the Servicer may instruct withdraw the Indenture Trustee to invest amount of such advance when the late payment on the Permitted Investment is made. (c) Except as otherwise expressly provided in this Agreement, if any funds default occurs in the Collection Accountmaking of a payment due under any Permitted Investment, the Acquisition Account, the Reserve Account and the Negative Carry Account or if a default occurs in any other performance required under any Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date)Investment, the Servicer shall instruct may and, upon the Indenture Trustee request of the Owner shall, take such action as may be appropriate to invest any amounts in enforce such payment or performance, including the Acquisition Account in excess institution and prosecution of such amount in any Permitted Investmentsappropriate proceedings, other than (x) any investments set forth in clauses it being understood that the Servicer will duly observe subsection (b) of this Section 5.16 notwithstanding any action taken or to be taken by the Servicer in accordance with this subsection (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof). If (i) the The Servicer fails to give investment instructions shall be responsible for any funds in the Collection Accountall costs, the Acquisition Accountexpenses, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred fees, loss and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions receiveddamages, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take resulting from taking any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in action contemplated under this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables5.16(c).

Permitted Investments. If Monies held in any Account (ior Sub-Account) no Default or created by and held under this Account Agreement shall be invested and reinvested in Permitted Investments at the written direction (which may be in the form of a standing instruction) of an Authorized Officer of the Borrowers’ Agent; provided, however, that at any time when (a) the Depositary Agent has received written notice from any Secured Party that an Event of Default has shall have occurred and is be continuing and or (iib) Cellco is an Authorized Officer of the ServicerBorrowers’ Agent has not timely furnished such a written direction or, after a request by the Depositary Agent, has not so confirmed a standing instruction to the Depositary Agent, the Servicer may instruct Depositary Agent (acting on instructions of the Indenture Trustee Collateral Agent pursuant to instructions of Administrative Agent) shall invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account such monies only in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth type specified in clause (eiv) of the definition thereof. If Any written direction of an Authorized Officer of the Borrowers’ Agent with respect to the investment or reinvestment of monies held in any Account (or Sub-Account) shall direct investment or reinvestment only in Permitted Investments that shall mature in such amounts and have maturity dates or be subject to redemption at the option of the holder thereof on or prior to maturity as needed for the purposes of such Account (or Sub-Account), but in no event shall such Permitted Investments mature more than (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account prior to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by Conversion Date, 30 days after the Indenture Trustee) on the Business Day before a Payment Date or date acquired and (ii) after the Qualified Institution receives notice Conversion Date, one year after the date acquired. The Depositary Agent shall at any time and from time to time liquidate any or all of such investments prior to maturity as needed in order to effect the Indenture Trustee that a Default or Event transfers and withdrawals contemplated by this Account Agreement in accordance with an Officer’s Certificate; provided that, in the absence of Default has occurred and is continuingtimely receipt of such an Officer’s Certificate, the Qualified Institution will invest Depositary Agent shall liquidate all such investments (using reasonable efforts to minimize the costs of such liquidation) as it deems necessary in order to effect the transfers and reinvest funds in withdrawals contemplated by this Account Agreement. In the event any such Bank Account according investments are redeemed prior to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permittedmaturity thereof, the Indenture Trustee will notify Depositary Agent shall not be liable for any loss or penalties relating thereto. Any income or gain realized from such investments shall be deposited into the Servicer and request new investment instructions, and Account (or the funds will remain uninvested until new investment instructions are receivedSub-Account) from which such monies came. The Servicer may direct the Indenture Trustee Depositary Agent shall not be liable for any such loss other than by reason of its willful misconduct or gross negligence or any breach of its express obligations with respect to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary Investments in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts 4.17. Monies held in the Collection Payment Account may be invested and reinvested in Permitted Investments that shall mature in such amounts and have maturity dates or be subject to redemption at the Acquisition Account option of the holder thereof on or prior to maturity as needed for the purposes of the Payment Account, but in no event shall the Permitted Investments mature more than 30 days after the date acquired. It is understood and agreed that the Depositary Agent or its affiliates are permitted to receive additional compensation that could be deemed to be invested unless it is able in the Depositary Agent’s economic self-interest for (1) serving as investment adviser, administrator, shareholders servicing agent, custodian or sub-custodian with respect to maintain records on a daily basis as certain of the investments, (2) using affiliates to the amounts realized from the investment of Collections received on each Originator’s Receivableseffect transaction in certain investments and (3) effecting transactions in investments.

Permitted Investments. If Amounts held in any Account created by and held under this Agreement (iother than the Separate Accounts) no Default shall be invested and reinvested in Permitted Investments at the written direction (which may be in the form of a standing instruction) of an Authorized Representative of the Partnership; provided, however, that at any time when (a) an Authorized Officer of the Administrative Agent has received written notice from the Collateral Agent or any other Senior Secured Party that an Event of Default has shall have occurred and is be continuing and or (iib) Cellco is an Authorized Representative of the ServicerPartnership has not timely furnished such a written direction or, after a request by the Administrative Agent, has not so confirmed a standing instruction to the Administrative Agent, the Servicer may instruct the Indenture Trustee to Administrative Agent shall invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account such monies only in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance type referred to in clause (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (cvi) of the definition of "Permitted Investments" of a maturity of (x) 180 days or less prior to the Completion Date and (y) one year or less after the Completion Date. Any written direction of an Authorized Representative of the Partnership with respect to the investment or reinvestment of monies held in any Account (other than the Separate Accounts) shall direct investment or reinvestment only in Permitted Investments that are held by shall mature in such amounts and have maturity dates or be subject to redemption at the Indenture Trustee option of the holder thereof on or prior to maturity thereof as needed for the purposes of such Accounts, but in no event shall such Permitted Investments mature more than (x) prior to the Completion Date, 180 days after the date acquired and (y) after the Completion Date, one year after the date acquired. The Administrative Agent shall have no duty to determine whether any investments investment or reinvestment shall satisfy the criteria set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds of "Permitted Investment" in the Collection Account, the Acquisition Account, the Reserve Account Indenture or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary criteria set forth in this Section 4.2(a) or 3.11 and neither the Administrative Agent nor the Collateral Agent shall have any liability in the Transaction Documentsevent that the value of any Permitted Investment decreases. The Administrative Agent shall at any time and from time to time liquidate any or all of such investments prior to the maturity as needed in order to effect the transfers and withdrawals contemplated by this Agreement in accordance with an Officer's Certificate of the Partnership; provided that, in the absence of timely receipt of such an Officer's Certificate, the Servicer Administrative Agent shall liquidate all such investments as necessary in order to effect the transfers and withdrawals contemplated by this Agreement. In the event any such investments are redeemed prior to the maturity thereof, the Administrative Agent shall not allow amounts held in be liable for any loss or penalties relating thereto. Any income or gain realized from such investments shall be deposited into the Collection Account (or the sub-Account or sub account) from which such Monies came. For purposes of any income tax payable on account of any income or gain on an investment, such income or gain shall be for the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to account of the amounts realized from the investment of Collections received on each Originator’s ReceivablesPartnership.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds Funds on deposit in the Collection Account, the Acquisition Principal Collection Account and the Reserve Account shallmay be invested in Permitted Investments by or at the written direction of the Borrower, provided that if a Termination Event or Unmatured Termination Event shall have occurred, such amounts shallmay continue to be invested in Permitted Investments according to the last written direction received from the Borrower. Absent written direction from the Borrower, then any funds in such accounts shall remain uninvested (without any requirement or liability to pay for interest or earnings). Any such written directions shall specify the particular investment to be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. Funds on deposit in the Collection Account, the Reserve Principal Collection Account and the Negative Carry Account Reserve Account, if invested, shall be invested in Permitted Investments that will remain uninvested. Notwithstanding anything mature so that such funds will be available no later than the Business Day prior to the contrary in this Section 4.2(a) or next Payment Date, except that in the Transaction Documentscase of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall be deposited in the Collection Account, the Servicer shall not allow amounts held in the Principal Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in any account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account, the Principal Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent's receipt of a broker's confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on provided by the Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period. The Collateral Agent shall not be liable for any loss, including without limitation any loss of principal or interest, or for any breakage fees or penalties in connection with the purchase or liquidation of any investment made in accordance with the written instructions of Agent does not have a daily basis as to valid and perfected first priority security interest will be material if the amounts realized from outstanding balance of the investment related Contracts exceeds 3% of Collections received on each Originator’s Receivables.the Aggregate Outstanding Eligible Loan Balance of all Eligible Contracts; or

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, Account or the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Reserve Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection AccountAccount , the Acquisition Account, the Reserve Account or the Negative Carry Reserve Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. Funds on deposit in the Negative Carry Account will remain uninvested. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Reserve Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If The Borrower shall, pursuant to written instruction, direct the Agent’s Bank (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is if the ServicerBorrower fails to do so, the Servicer may instruct the Indenture Trustee Agent may, pursuant to invest any funds in the Collection Accountwritten instruction, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts Agent’s Bank) to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other actioninvest, or not to take any action, on any matters available to cause the holder of the Permitted Investments. If Cellco is not the Servicerinvestment of, funds on deposit in the Collection AccountAccount in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, the Acquisition AccountAgent’s Bank shall invest, or cause the investment of, such funds in Permitted Investments described in clause (v) of the definition thereof. The Agent may, pursuant to written instruction, direct the Agent’s Bank to invest, or cause the investment of, funds on deposit in the Reserve Account in Permitted Investments, from the date of this Agreement until the Collection Date. A Permitted Investment acquired with funds deposited in the Collection Account or Reserve Account shall mature not later than the Business Day immediately preceding the next succeeding Remittance Date, and shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be registered in the name of the Securities Intermediary (as defined in the Deposit Account Control Agreement) or its nominee for the benefit of the Agent (on behalf of the Secured Parties), and otherwise comply with assumptions of the legal opinion of Xxxxx & XxXxxxx LLP regarding the security interest of the Agent in the Collection Account and the Negative Carry Reserve Account, dated the Closing Date, delivered in connection with this Agreement. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account, shall be distributed in accordance with the provisions of Article II hereof. The Borrower shall deposit in the Collection Account will remain uninvested. Notwithstanding anything or the Reserve Account, as the case may be (with respect to investments made hereunder of funds held therein), an amount equal to the contrary amount of any actual loss incurred, in this Section 4.2(a) respect of any such investment, immediately upon realization of such loss. None of the Agent’s Bank or the Agent shall be liable for the amount of any loss incurred, in the Transaction Documentsrespect of any investment, the Servicer shall not allow amounts or lack of investment, of funds held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s ReceivablesReserve Account.

Permitted Investments. If (i) So long as no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will Borrower shall direct Lender in writing to invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit balance in the Collection Account, from time to time in Permitted Investments (subject to the Acquisition availability of such Permitted Investments with the Collection Account Bank); provided, however, that (i) the maturity of the Permitted Investments on deposit therein shall be at the discretion of Borrower, but in any event no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn therefrom pursuant to Section 2.12(a) or 2.12(b) of this Agreement, (ii) after an Event of Default has occurred and for so long as such Event of Default is continuing Borrower shall not have any right to direct investment of the balance in the Collection Account, (iii) all such Permitted Investments shall be held in the name of Lender, as secured party, or at Lender’s option in the name of Borrower for the benefit of Lender, as secured party or its servicer and shall be credited to the Collection Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything and (iv) if no written investment direction is provided to the contrary in this Section 4.2(a) or in the Transaction DocumentsLender by Borrower, the Servicer shall not allow amounts held Lender may at Lender’s option invest any balance in the Collection Account in such Permitted Investments as may be selected by Lender. Lender shall have no liability for any loss in investments of funds in the Collection Account that are invested in Permitted Investments and no such loss shall affect Borrower’s obligation to fund, or liability for funding, the Acquisition Collection Account. All interest paid or other earnings on funds deposited into the Collection Account to made hereunder shall be invested unless it is able to maintain records deposited into the Collection Account. Borrower shall include all earnings on a daily basis the Collection Account as to the amounts realized from the investment income of Collections received on each Originator’s ReceivablesBorrower for federal and applicable state tax purposes.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, Account or the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, Account or the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Reserve Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. Funds on deposit in the Negative Carry Account will remain uninvested. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Reserve Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If Upon the written request of --------------------- Operator, which request may be made once per Interest Accrual Period, Lender shall direct (x) the Cash Collateral Account Bank to invest and reinvest any balance in the Cash Collateral Account from time to time in Permitted Investments as instructed by Operator and (y) the Collection Account Bank to invest and reinvest any balance in the Security Deposit Account from time to time in Permitted Investments as instructed by Operator; provided, however, that -------- ------- (i) no Default if Operator fails to so instruct Lender, or if an Event of Default has occurred shall and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry AccountBank, as applicable, to invest and reinvest such balance in those Permitted Investments; providedInvestments as Lender shall determine in Lender's sole discretion, that, if on (ii) the maturities of any Payment Date, the amount Permitted Investment on deposit in the Acquisition Cash Collateral Account (after giving effect shall, to the acquisition extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the Sub-Accounts must be made, (iii) all such Permitted Investments shall be held in the name and be under the sole dominion and control of Lender; (iv) no Permitted Investment shall be made unless Lender shall retain a perfected first priority Lien in such Permitted Investment securing the Indebtedness and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken; (v) Lender shall only be required to follow the investment instructions which were most recently received by Lender and Borrower and Operator shall be bound by such last received investment instructions; and (vi) any Additional Receivables on written request from Operator containing investment instructions shall contain an Officer's Certificate from Operator (which may be conclusively relied upon by Lender and its agents) that any such date) investments constitute Permitted Investments. It is greater than 25% the intention of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any parties hereto that all amounts deposited in the Acquisition Cash Collateral Account and the Security Deposit Account shall at all times be invested in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any All funds in the Collection Account, Security Deposit Account and the Acquisition Account, Cash Collateral Account that are invested in a Permitted Investment are deemed to be held in such accounts for all purposes of this Agreement and the Reserve other Loan Documents. Lender shall have no liability for any loss in investments of funds in the Security Deposit Account or the Negative Carry Cash Collateral Account that are invested in Permitted Investments (unless invested contrary to Operator's request other than after the Indenture Trustee by 11:00 a.m. New York time occurrence of an Event of Default) and no such loss shall affect Borrower's obligation to fund, or liability for funding, the Cash Collateral Account and each Sub-Account, as the case may be. Borrower, Operator and Lender agree that Operator shall include all such earnings and losses (or other time as may be agreed by than those for Lender's account in accordance with the Indenture Trusteeimmediately preceding sentence) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event Cash Collateral Account as income of Default has occurred Operator for federal and is continuingapplicable state tax purposes. Borrower shall be responsible for any and all fees, the Qualified Institution will invest costs and reinvest funds in such Bank Account according expenses with respect to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds Amounts deposited in the Collection AccountCollateral Accounts under this Depositary Agreement shall, at the Acquisition Accountrelevant Borrower’s written request and direction, be invested by the Reserve Account and the Negative Carry Account Depositary in Permitted Investments andInvestments. Except as otherwise provided herein, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account net interest or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions gain received, if any. If no prior investment instructions have been received or if , from such investments shall be deposited into the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection U.S. Borrower Dollar Collateral Account, the Acquisition Luxembourg Borrower Dollar Collateral Account or the Luxembourg Borrower Euro Collateral Account, as the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything case may be, to the contrary in this Section 4.2(a) or in extent attributable thereto. Any loss shall be charged to the Transaction Documentsapplicable Collateral Account. Absent written instructions from the relevant Borrower, the Servicer Depositary shall not allow invest the amounts held in the Collection Account Collateral Accounts under this Depositary Agreement in Permitted Investments, until written instructions regarding investments are received by the Depositary. The Depositary may make any and all such investments through its own trust department. The Depositary shall not be liable for any depreciation of the value of any investment made pursuant to this Section 3.5 or for any loss or penalty resulting from any such investment on the Acquisition Account redemption, sale and maturity thereof. So long as an outstanding balance remains in any of the Collateral Accounts under this Depositary Agreement, the Depositary will provide the relevant Borrower with monthly statements showing the amount of all receipts, the net investment income or gain received and collected, all disbursements and the amount then available in each such Collateral Account. The Depositary shall have no obligation to invest or reinvest the amounts deposited in the Collateral Accounts if deposited with the Depositary after 11:00 a.m. (New York time) on such day of deposit. Instructions received after 11:00 a.m. (New York time) will be treated as if received on the following Business Day. In no event shall the Depositary be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Depositary or its affiliates are permitted to receive additional compensation that could be deemed to be invested unless it is able in the Depositary’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to maintain records on a daily basis as certain of the investments, (ii) using affiliates to the amounts realized from the investment of Collections received on each Originator’s Receivableseffect transactions in certain investments and (iii) effecting transactions in investments.

Permitted Investments. If The Escrow Agent shall from time to time invest and reinvest the Escrow Funds in such of the following investments as Parties may from time to time elect by joint notice in writing ("Permitted Investment"): (i) no Default Any U.S. Government or Event of Default has occurred and is continuing and U.S. Government Agency security; (ii) Cellco is Any certificate of deposit or time deposit in any bank (including Escrow Agent); and (iii) Escrow Agent's money market fund or any other interest-bearing deposit accounts with any federally-insured bank (including the ServicerEscrow Agent or its affiliates). Provided, that the Parties shall select maturities of such Permitted Investments as shall permit the Escrow Agent to release the Escrow Funds on the Escrow Release Date. In the absence of written instructions to the contrary from the Parties, the Servicer may instruct Escrow Agent shall invest the Indenture Trustee to invest any funds Escrow Funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if set forth in clause (iii) of this Section 3.1. 3.1.1 Any interest shall be added to and become part of the Escrow Funds. 3.1.2 The Escrow Agent will act upon written investment instructions the business day after such instructions are received, provided the Indenture Trustee requests are communicated within a sufficient amount of time to allow the Escrow Agent to make the specified investment. Instructions received after an applicable investment cutoff deadline will direct be treated as being received by the Qualified Institution maintaining Escrow Agent on the Bank Accounts next business day, and the Escrow Agent shall not be liable for any loss arising directly or indirectly, in whole or in part, from the inability to invest Escrow Funds on the funds day the instructions are received. The Escrow Agent shall not be liable for any loss incurred by the actions of third parties or by any loss arising by error, failure or delay in making of an investment or reinvestment, and the Collection AccountEscrow Agent shall not be liable for any loss of principal or income in connection therewith, unless such error, failure or delay results from the Escrow Agent's gross negligence of willful misconduct or failure of the Escrow Agent to comply with any of the terms of this Escrow Agreement. As and when the Escrow Funds or any interest or any portion thereof is to be released under this Escrow Agreement, the Acquisition AccountEscrow Agent shall cause the Permitted Investments to be converted into cash, and the Reserve Account Escrow Agent shall not be liable for any loss of principal or income in connection therewith, unless such loss results from the Escrow Agent's gross negligence or willful misconduct or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on failure of the Escrow Agent to comply with any Payment Date, of the amount on deposit in terms of this Escrow Agreement. None of the Acquisition Account (after giving effect Parties or the Escrow Agent shall be liable for any loss of principal or income due to the acquisition choice of any Additional Receivables on such date) is greater than 25% of Permitted Investments in which the aggregate Note Balance (after giving effect to any payments made on Escrow Funds are invested or the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition choice of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails converted into cash pursuant to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables3.1.2.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount Funds on deposit in the Acquisition Collection Account (after giving effect to and the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer Reserve Account shall instruct the Indenture Trustee to invest any amounts be invested in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee written direction of the Borrower, provided that if a Termination Event or (y) any investments set forth Unmatured Termination Event shall have occurred, such amounts shall be invested in Permitted Investments described in clause (eg) of the definition thereof. Any such written directions from the Borrower shall specify the particular investment to be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. If (i) the Servicer Borrower fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account provide such written direction to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuingCollateral Agent, the Qualified Institution will invest and reinvest such funds in such Bank Account according to the last investment instructions received, if anyshall remain uninvested. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds Funds on deposit in the Collection Account, the Acquisition Account, Account and the Reserve Account and shall be invested in Permitted Investments that will mature so that such funds will be available no later than the Negative Carry Account will remain uninvested. Notwithstanding anything Business Day prior to the contrary in this Section 4.2(a) or next Payment Date, except that in the Transaction Documentscase of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Servicer Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall not allow amounts held be deposited in the Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in either account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent’s receipt of a broker’s confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on a daily basis as to provided by the amounts realized from Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment of Collections received on each Originator’s Receivablesactivity. No statement need be made available for any fund/account if no activity has occurred in such fund/account during such period.

Permitted Investments. If (i) So long as no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will Borrower shall direct Lender in writing to invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit balance in the Collection Account, from time to time in Permitted Investments (subject to the Acquisition availability of such Permitted Investments with the Collection Account Bank); provided, however, that (i) the maturity of the Permitted Investments on deposit therein shall be at the discretion of Borrower, but in any event no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn therefrom pursuant to Section 2.12(a) or 2.12(b) of this Agreement, (ii) after an Event of Default has occurred and for so long as such Event of Default is continuing Borrower shall not have any right to direct investment of the balance in the Collection Account, (iii) all such Permitted Investments shall be held in the name of Lender, as secured party, or at Lender's option in the name of Borrower for the benefit of Lender, as secured party or its servicer and shall be credited to the Collection Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything and (iv) if no written investment direction is provided to the contrary in this Section 4.2(a) or in the Transaction DocumentsLender by Borrower, the Servicer shall not allow amounts held Lender may at Lender's option invest any balance in the Collection Account in such Permitted Investments as may be selected by Lender. Lender shall have no liability for any loss in investments of funds in the Collection Account that are invested in Permitted Investments and no such loss shall affect Borrower's obligation to fund, or liability for funding, the Acquisition Collection Account. All interest paid or other earnings on funds deposited into the Collection Account to made hereunder shall be invested unless it is able to maintain records deposited into the Collection Account. Borrower shall include all earnings on a daily basis the Collection Account as to the amounts realized from the investment income of Collections received on each Originator’s ReceivablesBorrower for federal and applicable state tax purposes.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, Account or the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Acquisition Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Acquisition Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. Funds on deposit in the Reserve Account and the Negative Carry Account will remain uninvested. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Acquisition Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds Sums on deposit in the Collection Account, any Site Acquisition Account (including the Site Acquisition AccountAccount for the Series 2017-1 Notes), the Reserve Liquidated Site Replacement Account and the Negative Carry Account Reserve Accounts shall be invested in Permitted Investments andInvestments. Except during the continuance of an Event of Default, if investment instructions are received, the Manager shall have the right to direct the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts in writing to invest the funds sums on deposit in the Collection Account, the any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Account or the Negative Carry Account, as applicable, Accounts in those Permitted Investments; provided, thathowever, in no event shall the Manager direct the Indenture Trustee to make a Permitted Investment if the maturity date of that Permitted Investment is later than one Business Day prior to the date on any Payment Datewhich the invested sums are required for payment of an obligation for which the Account was created. In the absence of such written instruction (which shall specify a particular Permitted Investment), such funds shall remain uninvested. After an Event of Default of which a Responsible Officer of the amount Indenture Trustee shall have actual knowledge and during the continuance thereof, sums on deposit in the Collection Account, any Site Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date)Account, the Servicer Liquidated Site Replacement Account and the Reserve Accounts shall instruct remain uninvested unless otherwise directed in writing by the Servicer. The Obligors hereby irrevocably authorize the Indenture Trustee to invest apply any amounts income earned from Permitted Investments to the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts in accordance with the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments priorities set forth in clauses Section 5.01(a) of the Indenture with any such income available on any Payment Date being deemed to be attributable to the immediately preceding Collection Period for such purposes. The Obligors shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments. The Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts shall be assigned the federal tax identification number of the Issuer, which number is set forth on the signature page hereof. Any dividends or other earnings which may accrue on the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account or the Reserve Accounts shall be added to the balance in the applicable Account and allocated and/or disbursed in accordance with the terms hereof. In no event shall the Indenture Trustee be responsible for, or incur any liability with respect to, any investment losses incurred in accordance with the terms of this Agreement. It is acknowledged and agreed that investments made pursuant to clause (b) or (cvi) of the definition of Permitted Investments includes mutual funds for which the Indenture Trustee (or any Affiliate of the Indenture Trustee) may serve as investment manager, administrator, shareholder, servicing agent, or custodian or subcustodian, notwithstanding the fact that (i) the Indenture Trustee (or an Affiliate of the Indenture Trustee) receives fees from such funds for services rendered, (ii) the Indenture Trustee charges and collects fees for services rendered pursuant to the Indenture, which fees are held separate from the fees received from such funds and (iii) services performed for such funds and pursuant to this Agreement and the Indenture may at times duplicate those provided to such funds by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesits Affiliates.

Permitted Investments. If Upon the written request of Mortgagor, Mortgagee shall direct the Bank to invest and reinvest any balance in the Central Account from time to time in Permitted Investments as instructed by Mortgagor (iwhich instruction may be made no more than one time per month), provided that (a) if Mortgagor fails to so instruct Mortgagee, or upon the occurrence and during the continuance of a Default, Mortgagee may direct the Bank to invest and reinvest such balance in Permitted Investments as Mortgagee shall determine in its sole discretion, (b) the maturities of the Permitted Investments on deposit in the Central Account shall, to the extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub-Accounts must be made, (c) all such Permitted Investments shall be held in the name and be under the sole dominion and control of Mortgagee, and (d) no Default or Event Permitted Investment shall be made unless Mortgagee shall retain a perfected first priority lien in such Permitted Investment securing the Debt and all filings and other actions necessary to ensure the validity, perfection, and priority of Default has occurred and is continuing and (ii) Cellco such lien have been taken. It is the Servicerintention of the parties hereto that the entire amounts deposited in the Central Account (or as much thereof as Mortgagee may reasonably arrange to invest) shall at all times be invested in Permitted Investments, and that the Central Account shall be a so-called "zero balance" account. All funds in the Central Account that are invested in a Permitted Investment are deemed to be held in the Central Account for all purposes of this Mortgage and the other Loan Documents. Mortgagee shall not have any liability for any loss in investments of funds in the Central Account that are invested in Permitted Investments whether Mortgagor or Mortgagee selected such Permitted Investment in accordance herewith and no such loss shall affect Mortgagor's obligation to fund, or liability for funding, the Servicer Central Account and each Sub-Account, as the case may instruct be. Mortgagor agrees that Mortgagor shall include all such earnings on the Indenture Trustee Central Account as income of Mortgagor (and, if Mortgagor is a partnership or other pass-through entity, the partners, members or beneficiaries of Mortgagor, as the case may be) for federal and applicable state and local tax purposes. Mortgagor shall have no right whatsoever to invest any funds direct the investment of the proceeds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. 5.1. The investments comprising the assets of the Investor’s Ac- count from time to time will be chosen by You and notified to Us for purchase or sale as appropriate. It is prudent for the Ac- count to include cash on call to meet Policy Charges or Inves- tor’s Account Charges and any regular withdrawals. 5.2. Although We will generally act in accordance with Your choice We may refuse to accept a choice of investment if We consider it unacceptable to Us or not suitable for a life assurance fund and We may dispose of an investment if it ceases to be consid- ered suitable by any regulatory authority. In any such event We will not accept any responsibility for Our action and although We will normally indicate a reason We are not obliged to do so. 5.3. If investment is requested to be made into securities having restricted dealing days then the purchase will not take place until the next relevant dealing day upon which We are able to undertake such a transaction. 5.4. Custodian Life Internal Accounts: 5.4.1. The Investor’s Account may be wholly or partly comprised of units in any of Our Accounts which are available to Pol- icyholders generally (i) no Default “Internal Accounts”). Unit prices for Our Internal Accounts take into account internal and ex- ternal charges for management of the Internal Account. External charges for management of the Internal Account accrue to the external manager appointed by Us or Event on Our behalf to manage the Internal Account on Our behalf. Internal charges for management of Default has occurred and the Internal Fund ac- crue to Us. 5.4.2. Where We consider that it is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, interests of Policyholders (or circumstances outside Our control so dictate) then We may either close an Internal Account to further investment from Pol- icyholders by way of Premiums or switches of allocated Internal Accounts; or may terminate the Acquisition Account, the Reserve Account and the Negative Carry Internal Account in Permitted Investments andrespect of all unit holdings. Except where circumstances outside Our con- trol prevail, if We will give You notice of the impending termination including the reason for such action being taken. You may des- ignate another Internal Account(s), however, in the absence of any such designation the selected Internal Account shall be a similar Internal Account we consider appropriate. 5.5. Subject to the terms of any specific agreement between You and Us the following general provisions apply in respect of any investment instruction given to Us: 5.5.1. The instruction must be made in writing bearing Your signa- ture or that of Your appointed Fund Adviser. 5.5.2. The minimum value of an investment forming part of the assets of the Investor’s Account is USD 3,000 or its curren- cy equivalent. We reserve the right to change the minimum limit in the future where We consider it appropriate having regard to the administration and other costs involved. 5.5.3. The instructions must provide a full description of the in- vestment to be purchased or sold. Where in Our opinion the instructions are receivedincomplete, the Indenture Trustee illegible or ambiguous, We will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after seek clarification before giving effect to the acquisition instruction and We will not accept any responsibility for the conse- quences of any Additional Receivables on such date) delay this may cause. 5.5.4. Instructions to purchase or sell investments will in the ab- sence of any specific instruction be given effect to so as to obtain the best price available to Us. If an instruction has reference to a specific price or price range at which the in- vestment is greater than 25% to be purchased or sold, then this will be taken to be the price before any costs of the aggregate Note Balance (after purchase or sale and We will not accept any responsibility for the consequence of any delay in giving effect to the instruction. 5.5.5. An instruction to purchase an investment will not be ac- tioned unless there is sufficient cash within the Investor’s Account to meet the purchase price and all costs of the purchase except where the purchase is made simultane- ously with a sale having the same settlement day which will provide cash sufficient to meet the purchase price and all costs of the purchase. 5.5.6. If We have cause to reject an instruction as stated in 5.5.2. or 5.5.3. above, or if We have to defer carrying out an invest- ment instruction whilst ascertaining that it is a permitted investment then We can accept no responsibility for any payments made on of the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess consequences of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) a rejection or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesdelay.

Permitted Investments. If Upon the written request of Borrowers, Agent shall direct the Bank to invest and reinvest any balance in the Cash Collateral Account from time to time, but not more frequently than weekly, in permitted investments as set forth on Schedule A attached hereto (the "Permitted Investments") as directed by Borrowers, provided that (i) no Default if Borrowers fail to so instruct Agent, or during an Event of Default has occurred Default, Agent may invest and is continuing and reinvest such balance in Permitted Investments in its discretion, (ii) Cellco is the Servicer, maturities of the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Cash Collateral Account, and allocated to any of the Sub-Accounts, shall be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub- Accounts must be made. If Borrowers make such a request and Agent invests such monies as requested, disbursements to Borrowers, if any, from such accounts shall be made prior to the maturity of such Permitted Investments (x) only if Agent receives a written request from Borrowers to take such a step and (y) only if Agent is able to liquidate such Permitted Investments prior to maturity. All such Permitted Investments shall be held in the name and be under the sole dominion and control of Agent, and no Permitted Investment shall be made unless Agent shall perfect its first priority Lien in such Permitted Investment securing the Indebtedness and Agent shall have sole possession and control over each such Permitted Investment and the income thereon, and any certificate or other instrument or document evidencing any such investment shall be delivered directly to Agent, together with any document of transfer necessary to transfer title to such investment to Agent. It is the intention of the parties hereto that the entire amount deposited in the Cash Collateral Account (after giving effect or as much thereof as Agent may reasonably arrange to the acquisition of any Additional Receivables on such dateinvest) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts at all times be invested in Permitted Investments. All funds in the Acquisition Cash Collateral Account in excess of such amount that are invested in any Permitted Investments, other than (x) any investments set forth Investment are deemed to be held in clauses (b) or (c) the Cash Collateral Account for all purposes of the definition of Permitted Investments that are held by or at Mortgage and the Indenture Trustee or (y) other Loan Documents. Agent shall not have any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions liability for any loss in investments of funds in the Collection AccountCash Collateral Account that are invested in Permitted Investments whether Borrowers or Agent selected such Permitted Investment in accordance herewith, including (without limitation) any loss incurred for any early liquidation of any Permitted Investment, and no such loss shall affect Borrowers' obligation to fund, or liability for funding, the Acquisition AccountCash Collateral Account and each Basic Sub-Account or such other Sub-Account established hereunder, as the case 0148055.08-01S4a 10 may be. Borrowers agree that Borrowers shall include all such earnings on the Cash Collateral Account as income of Borrowers (and, if either Borrower is a partnership or other pass-through entity, the Reserve partners, members or beneficiaries of such Borrower, as the case may be), shall include all such losses on the Cash Collateral Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time as losses of Borrowers (and, if either Borrower is a partnership or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuingpass-through entity, the Qualified Institution will invest partners, members or beneficiaries of such Borrower, as the case may be) and reinvest funds in shall be the owner of such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer accounts for federal and request new investment instructions, applicable state and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivableslocal tax purposes.

Permitted Investments. If (a) Upon the written request of the Borrower, the Collateral Agent shall invest and reinvest any balances in any Project Account from time to time in Permitted Investments as instructed by the Borrower in such written request; provided that (i) no Default or Event if the Borrower fails to so instruct the Collateral Agent with respect to any amounts on deposit in any of Default has occurred the Project Accounts, such amounts shall be invested in accordance with standing instructions set forth in a side letter between the Borrower and is continuing and the Collateral Agent, (ii) Cellco is upon the Serviceroccurrence and during the continuance of a Default or an Event of Default, the Servicer may instruct the Indenture Trustee to Collateral Agent shall invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account reinvest such balances in Permitted Investments andas instructed by the Agent Bank, if investment instructions are received(iii) all such Permitted Investments shall be held in the name of the Collateral Agent, (iv) no Permitted Investment shall be made unless the Indenture Trustee will direct Collateral Agent shall retain a perfected first priority Lien on such Permitted Investment securing the Qualified Institution maintaining Obligations and all filings and other actions necessary to ensure the Bank Accounts to invest the validity, perfection and priority of such Lien have been taken, and (v) no more than ten (10) Permitted Investments may be maintained at any time. All funds in any Project Account that are invested in a Permitted Investment are deemed to be held in such Project Account for all purposes of this Agreement and the Collection Account, Security Documents. All investments and reinvestments shall be held in the Acquisition Account, name and be under the Reserve sole dominion and control of the Collateral Agent. The Collateral Agent shall have no liability for any loss in investments of funds in any Project Account or the Negative Carry Account, as applicable, that are invested in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses . (b) The Collateral Agent agrees that the interest paid or (c) of other earnings on the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account made hereunder shall be credited to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed Project Account from which the monies used to make such Permitted Investment were drawn on the date received by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred Collateral Agent and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablestherein.

Permitted Investments. If (ia) no Default or Event Subject to Clause 26.2, a Borrower, by written notice substantially in the form of Default has occurred Schedule 30 and is continuing executed by an Authorised Representative of such Borrower (an “Investment Notification”) (with a copy to the Security Trustee and (ii) Cellco is the ServicerIntercreditor Agent), may notify the Servicer may instruct the Indenture Trustee Accounts Bank of its intention to invest any funds on deposit in the its Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount selected by such Borrower. (b) Funds on deposit in the Acquisition any Collection Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount may not be invested in any investment other than a Permitted Investment. Funds on deposit in any Account other than a Collection Account may not be invested in any investment, including Permitted Investments. In the absence of an Investment Notification, other than (x) funds in any investments set forth Collection Account shall remain in clauses (b) or such Collection Account uninvested. (c) of Unless and until the definition of Permitted Investments Accounts Bank has confirmed that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If it is satisfied that: (i) the Servicer fails it has been given sufficiently detailed information in relation to give investment instructions for any funds a Permitted Investment in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account which a Borrower wishes to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or invest; and (ii) the Qualified Institution receives notice from Intercreditor Agent has confirmed to the Indenture Accounts Bank and the Security Trustee that the Intercreditor Agent is satisfied that the Secured Parties shall have a Default or Event of Default has occurred and is continuingfirst ranking security interest in such Permitted Investment, the Qualified Institution will invest Borrower shall refrain from purchasing or instructing any other Person to purchase such Permitted Investment. (d) All Permitted Investments shall be made by the Borrower or any other Person selected by the Borrower in the name of the relevant Borrower and reinvest funds each Borrower shall place or instruct such other Person to place each Permitted Investment in the name of such Bank Account according Borrower. (e) If any Permitted Investment terminates or ceases to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permittedbe a Permitted Investment, the Indenture Trustee will notify relevant Borrower shall liquidate or procure the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder liquidation of the Permitted Investment or shall reinvest or procure the reinvestment of the Permitted Investment in replacement Permitted Investments. If Cellco . (f) No Secured Party shall be responsible for monitoring whether or not any investment is not a Permitted Investment. (g) A Borrower’s right to instruct the Servicer, manner of investment of funds on deposit in its Collection Account in Permitted Investments includes, but is not limited to the Collection Accountright: (i) to sell or instruct any Person to sell any Permitted Investment or hold it until maturity; and (ii) upon any sale at maturity of any Permitted Investment, to reinvest or procure the reinvestment of the proceeds thereof, in Permitted Investments or to hold such proceeds for application in accordance with the terms of this Agreement. (h) Each Borrower shall notify the Accounts Bank of its intention to liquidate or procure the liquidation of any Permitted Investment by written notice in substantially the form as set out in Schedule 31 (a “Liquidation Notification”). (i) Whenever a Borrower purchases or instructs a Person to purchase a Permitted Investment, not represented or evidenced by certificates or instruments capable of possession, the Acquisition AccountBorrower shall take or procure that such other Person takes all necessary action, including giving confirmations and notices to record the relevant Borrower’s interest therein. (j) Upon the disposal or maturity of any Permitted Investment (other than any Permitted Investment that a Borrower reinvests or instructs another Person to reinvest in a replacement Permitted Investment), the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything proceeds of such disposal (including any income or interest earned) shall be credited to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the relevant Borrower’s Collection Account from which the Permitted Investment was originally made. (k) In no event shall the Accounts Bank incur any liability in respect of any Permitted Investment or the Acquisition Account for any investment losses incurred thereon. (l) Each Borrower shall be solely responsible for all its own filings, tax returns and reports on any transactions in respect of any Permitted Investments or relating to any Permitted Investment as may be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesrequired by any relevant authority, governmental or otherwise.

Permitted Investments. If (ia) no Default or Event Subject to the following provisions of Default has occurred and is continuing and (ii) Cellco is the Servicerthis Section 10.4, the Servicer Trust Fund may instruct be invested in shares of registered investment companies for which Alliance serves as principal underwriter and such other investments as may be offered by Alliance from time to time for investment under the Indenture Trustee Plan. The Custodian, when serving as Trustee, or the person directing investment of Plan assets pursuant to Section 10.2 may invest any funds in the Collection AccountCustodian's deposits that bear a reasonable interest rate. Investments in one or more collective trusts maintained by the Custodian, or such other collective trusts or group trusts as are acceptable to Alliance, are permitted, in which event the documents governing any such collective trust or group trust are hereby incorporated into this Plan by reference; provided that to the extent required by the trustee of the collective trust or group trust to facilitate such an investment, the Acquisition AccountEmployer or another named fiduciary appointed by the Employer for the purpose may enter into an ancillary trust agreement for the holding of assets of the Plan, in which event the Reserve Account ancillary trust shall be treated as a separate trust under the Plan and the Negative Carry Account trustee shall not be liable for the acts or omissions of the trustee of the ancillary trust. Investment in Permitted Investments and, if investment instructions are received, securities issued by the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts Employer or any Affiliate is permitted (up to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25100% of the aggregate Note Balance Trust Fund assets); provided that such investment shall be permitted only if (after giving effect to any payments made a) such securities are publicly traded on a recognized exchange or on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses Nasdaq National Market and (b) or (cthe Employer provides the Custodian with evidence satisfactory to the Custodian that any such investment will comply with all applicable Federal and state securities laws. Investments in collectibles, within the meaning of Code section 408(m) are not permitted. If another Qualified Plan is amended and restated in the form of this Plan during a Plan Year, the definition of Permitted Investments investments acquired under the other Qualified Plan shall be permitted investments under this Plan until such time as such investments may be liquidated and the proceeds thereof reinvested in investments that are held by or at the Indenture Trustee or permitted investments without regard to this sentence. (yb) any investments set forth in clause (e) Any other provision of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything this Article X to the contrary in this Section 4.2(a) or in the Transaction Documentsnotwithstanding, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on Trustee may acquire and hold any property as a daily basis as permitted investment to the amounts realized from the investment extent permitted by written authorization of Collections received on each Originator’s ReceivablesAlliance.