Common use of Proceeds Agent as Custodian and Bailee of Collateral Agent Clause in Contracts

Proceeds Agent as Custodian and Bailee of Collateral Agent. In order to facilitate the making of payments under the Contracts, such payments shall be deposited by the Master Servicer in the Collection Account or the Holding Account, and certain amounts in the Collection Account shall be deposited in the Spread Account, in accordance with the Sale and Servicing Agreement. The Proceeds Agent shall retain all proceeds deposited in the Collection Account, the Spread Account and Holding Account as custodian and bailee of the Collateral Agent for Financial Security. Financial Security hereby acknowledges that the Proceeds Agent will also hold all such proceeds for the benefit of the Noteholders and the Certificateholders. Solely for purposes of perfection under Section 9-305 of the UCC, Financial Security and the Proceeds Agent hereby acknowledge that the Proceeds Agent is acting as agent and bailee of the Collateral Agent for Financial Security in holding such property in the Collection Account, the Spread Account and the Holding Account, and any other items constituting a part of the Collateral which from time to time come into the possession of the Proceeds Agent. It is intended that, by the Proceeds Agent's acceptance of such custodianship and bailment pursuant to this Agreement, the Collateral Agent for Financial Security, as secured party, will be deemed to have possession of such Collateral, items, moneys and such other items for purposes of Section 9-305 of the UCC.

Proceeds Agent as Custodian and Bailee of Collateral Agent. In order to facilitate the making of payments under the Contracts, such payments shall be deposited by the Master Servicer in the Collection Account or the Holding Account, and certain amounts in the Collection Account shall be deposited in the Spread Account, in accordance with the Sale and Servicing Agreement. The Proceeds Agent shall retain all proceeds deposited in the Collection Account, the Spread Account and Holding Account as custodian and bailee of the Collateral Agent for Financial Security. Financial Security hereby acknowledges that the Proceeds Agent will also hold all such proceeds for the benefit of the Noteholders and the Certificateholders. Solely for purposes of perfection under Section 9-305 of the UCC, Financial Security and the Proceeds Agent hereby acknowledge that the Proceeds Agent is acting as agent and bailee of the Collateral Agent for Financial Security in holding such property in the Collection Account, the Spread Account and the Holding Account, and any other items constituting a part of the Collateral which from time to time come into the possession of the Proceeds Agent. It is intended that, by the Proceeds Agent's acceptance of such custodianship and bailment pursuant to this Agreement, the Collateral Agent for Financial Security, as secured party, will be deemed to have possession of such Collateral, items, moneys and such other items for purposes of Section 9-305 of the UCC.Financial

Proceeds Agent as Custodian and Bailee of Collateral Agent. In order to facilitate the making of payments under the Contracts, such payments shall be deposited by the Master Servicer in the Collection Account or the Holding Account, and certain amounts in the Collection Account shall be deposited in the Spread Account, in accordance with the Sale and Servicing Agreement. The Proceeds Agent shall retain all proceeds deposited in the Collection Account, Account and the Spread Account and Holding Account as custodian and bailee of the Collateral Agent for Financial Security. Financial Security hereby acknowledges that the Proceeds Agent will also hold all such proceeds for the benefit of the Noteholders and the Certificateholders. Solely for purposes of perfection under Section 9-305 of the UCC, Financial Security and the Proceeds Agent hereby acknowledge that the Proceeds Agent is acting as agent and bailee of the Collateral Agent for Financial Security in holding such property in the Collection Account, the Spread Account and the Holding Spread Account, and any other items constituting a part of the Collateral which from time to time come into the possession of the Proceeds Agent. It is intended that, by the Proceeds Agent's acceptance of such custodianship and bailment pursuant to this Agreement, the Collateral Agent for Financial Security, as secured party, will be deemed to have possession of such Collateral, items, moneys and such other items for purposes of Section 9-305 of the UCC.

Proceeds Agent as Custodian and Bailee of Collateral Agent. In order to facilitate the making of payments under the Contracts, such payments shall be deposited by the Master Servicer in the Collection Account or the Holding Account, and certain amounts in the Collection Account shall be deposited in the Spread Account, in accordance with the Sale and Servicing Agreement. The Proceeds Agent shall retain all proceeds deposited in the Collection Account, Account and the Spread Account and Holding Account as custodian and bailee of the Collateral Agent for Financial Security. Financial Security hereby acknowledges that the Proceeds Agent will also hold all such proceeds for the benefit of the Noteholders and the Certificateholders. Solely for purposes of perfection under Section 9-305 313(c) of the UCC, Financial Security and the Proceeds Agent hereby acknowledge that the Proceeds Agent is acting as agent and bailee of the Collateral Agent for Financial Security in holding such property in the Collection Account, the Spread Account and the Holding Spread Account, and any other items constituting a part of the Collateral which from time to time come into the possession of the Proceeds Agent. It is intended that, by the Proceeds Agent's acceptance of such custodianship and bailment pursuant to this Agreement, the Collateral Agent for Financial Security, as secured party, will be deemed to have possession of such Collateral, items, moneys and such other items for purposes of Section 9-305 313(c) of the UCC.