Common use of The Account Bank Clause in Contracts

The Account Bank. (a) The Borrower hereby appoints Mizuho Bank, Ltd. as the initial Account Bank. All payments of amounts due and payable in respect of the Obligations that are to be made from amounts withdrawn from the Collection Account shall be made on behalf of the Borrower by the Account Bank. (b) The Account Bank shall not be charged with knowledge of any Early Amortization Event, Termination Event or Unmatured Termination Event unless a Responsible Officer of the Account Bank obtains actual knowledge of such event or the Account Bank receives written notice of such event from the Borrower, the Servicer or any Secured Party. (c) Without limiting the generality of this Section, the Account Bank shall have no duty (i) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any Tax, assessment or other governmental charge or any Lien or encumbrance of DB1/ 139452285.4 64 154304283v7 any kind owing with respect to, assessed or levied against, any part of the Contracts, (iv) to confirm or verify the contents of any reports or certificates of the Servicer or the Borrower delivered to the Account Bank pursuant to this Agreement believed by the Account Bank to be genuine and to have been signed or presented by the proper party or parties or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Borrower's or the Servicer's representations, warranties or covenants or the initial Servicer's duties and obligations as Servicer and as custodian of books, records, files and computer records relating to the Contracts under this Agreement. (d) The Account Bank shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Account Bank to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement. (e) The Account Bank may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, any Monthly Report, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (f) The Account Bank may consult with counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Account Bank in good faith in accordance therewith. (g) The Account Bank shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Basic Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of the Administrative Agent pursuant to the provisions of this Agreement, unless the Administrative Agent, on behalf of the Secured Parties, shall have offered to the Account Bank reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (h) The Account Bank shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by a Secured Party; provided, that if the payment within a reasonable time to the Account Bank of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Account Bank, not reasonably assured by the Borrower, the Account Bank may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination DB1/ 139452285.4 65 154304283v7 shall be paid by the Borrower or, if paid by the Account Bank, shall be reimbursed by the Borrower upon demand. (i) The Account Bank may execute any of the trusts or powers hereunder or perform any duties under this Agreement either directly or by or through agents or attorneys or a custodian. The Account Bank shall not be responsible for any misconduct or negligence of any such agent or custodian appointed with due care by it hereunder. (j) (i) The Account Bank shall have no duties or responsibilities except those that are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Account Bank. If the Account Bank shall request instructions from the Administrative Agent or the Servicer with respect to any act, action or failure to act in connection with and as set forth in this Agreement, the Account Bank shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Account Bank shall have received written instructions from the Administrative Agent or the Servicer, as applicable without incurring any liability therefor to the Administrative Agent, the Borrower, the Servicer or any other person. (ii) The Account Bank may act in reliance upon any written communication of the Administrative Agent concerning the delivery of Collateral pursuant to this Agreement. The Account Bank does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the Contracts and other Collateral. The Account Bank shall not be liable for any action or omission to act hereunder, except for its own gross negligence, bad faith or willful misconduct. THE FOREGOING PROVISIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE ACCOUNT BANK. (k) Control Provisions (i) The parties acknowledge and agree that each of the Collection Account and the Hedge Reserve Account is intended to be a "securities account" (as defined in Section 8-501 of the UCC), and the Account Bank shall be the "securities intermediary" with respect to each of the Collection Account and the Hedge Reserve Account. Notwithstanding such intention, if the Collection Account and/or the Hedge Reserve Account constitutes a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), the provisions of this Agreement governing a "deposit account" shall apply to the Collection Account and/or the Hedge Reserve Account, as applicable. (ii) All securities or other property, including Permitted Investments, constituting financial assets credited to the Collection Account or the Hedge Reserve Account (other than cash, in either case) shall be registered in the DB1/ 139452285.4 66 154304283v7 name of the Account Bank, indorsed to the Account Bank or in blank or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Collection Account or the Hedge Reserve Account be registered in the name of the Borrower or any other person, payable to the order of the Borrower or any other person or specially indorsed to the Borrower or any other person except to the extent the foregoing have been specially indorsed to the Account Bank or in blank. (iii) All property delivered to the Account Bank pursuant to this Agreement that is granted to the Administrative Agent, as agent for the Secured Parties shall be promptly credited to the Collection Account or the Hedge Reserve Account, as applicable and in accordance with the terms of this Agreement. (iv) Each of the Collection Account and the Hedge Reserve Account is an account to which financial assets or other property are or may be credited, and the Account Bank shall, subject to the terms of this Agreement, treat the Borrower as entitled to exercise the rights that comprise any financial asset or other property credited to either such account. (v) The Account Bank hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible or cash) credited to the Collection Account or the Hedge Reserve Account, to the extent that the related account constitutes a securities account, shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC. (vi) If at any time the Account Bank shall receive any order from the Administrative Agent as agent for the Secured Parties directing transfer or redemption of any financial asset relating to the Collection Account or the Hedge Reserve Account, or any instruction originated by the Secured Party directing the disposition of funds in the Collection Account or the Hedge Reserve Account, the Account Bank shall comply with such entitlement order or instruction without further consent by the Borrower or any other person. If the Borrower is otherwise entitled to issue entitlement orders or instructions and such entitlement orders or instructions conflict with any entitlement order or instruction issued by the Secured Party, the Account Bank shall follow the entitlement orders or instructions issued by the Secured Party. (vii) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the "bank's jurisdiction" (within the meaning of Section 9-304 of the UCC) and the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC). Section 2.14. [Reserved]. Section 2.15.

The Account Bank. (a) The Borrower hereby appoints Mizuho JPMorgan Chase Bank, Ltd. N.A. as the initial Account Bank. All payments of amounts due and payable in respect of the Obligations that are to be made from amounts withdrawn from the Collection Account shall be made on behalf of the Borrower by the Account Bank. (b) The Account Bank shall not be charged with knowledge of any Early Amortization Event, Termination Event or Unmatured Termination Event unless a Responsible Officer of the Account Bank obtains actual knowledge of such event or the Account Bank receives written notice of such event from the Borrower, the Servicer or any Secured Party. (c) Without limiting the generality of this Section, the Account Bank shall have no duty (i) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any Tax, assessment or other governmental charge or any Lien or encumbrance of DB1/ 139452285.4 64 154304283v7 any kind owing with respect to, assessed or levied against, any part of the Contracts, (iv) to confirm or verify the contents of any reports or certificates of the Servicer or the Borrower delivered to the Account Bank pursuant to this Agreement believed by the Account Bank to be genuine and to have been signed or presented by the proper party or parties or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Borrower's or the Servicer's representations, warranties or covenants or the initial Servicer's duties and obligations as Servicer and as custodian of books, records, files and computer records relating to the Contracts under this Agreement. (d) The Account Bank shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Account Bank to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement. (e) The Account Bank may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, any Monthly Report, certificate of auditors or 70 149194398v7 any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (f) The Account Bank may consult with counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Account Bank in good faith in accordance therewith. (g) The Account Bank shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Basic Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of the Administrative Agent pursuant to the provisions of this Agreement, unless the Administrative Agent, on behalf of the Secured Parties, shall have offered to the Account Bank reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (h) The Account Bank shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by a Secured Party; provided, that if the payment within a reasonable time to the Account Bank of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Account Bank, not reasonably assured by the Borrower, the Account Bank may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination DB1/ 139452285.4 65 154304283v7 shall be paid by the Borrower or, if paid by the Account Bank, shall be reimbursed by the Borrower upon demand. (i) The Account Bank may execute any of the trusts or powers hereunder or perform any duties under this Agreement either directly or by or through agents or attorneys or a custodian. The Account Bank shall not be responsible for any misconduct or negligence of any such agent or custodian appointed with due care by it hereunder. (j) (i) The Account Bank shall have no duties or responsibilities except those that are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Account Bank. If the Account Bank shall request instructions from the Administrative Agent or the Servicer with respect to any act, action or failure to act in connection with and as set forth in this Agreement, the Account Bank shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Account Bank shall have received written instructions from the Administrative Agent or the Servicer, as applicable without incurring any liability therefor to the Administrative Agent, the Borrower, the Servicer or any other person. (ii) The Account Bank may act in reliance upon any written communication of the Administrative Agent concerning the delivery of Collateral pursuant to this Agreement. The Account Bank does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the Contracts and other Collateral. The Account Bank shall not be liable for any action or omission to act hereunder, except for its own gross negligence, bad faith or willful misconduct. THE FOREGOING PROVISIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE ACCOUNT BANK. (k) Control Provisions (i) The parties acknowledge and agree that each of the Collection Account and the Hedge Reserve Account is intended to be a "securities account" (as defined in Section 8-501 of the UCC), and the Account Bank shall be the "securities intermediary" with respect to each of the Collection Account and the Hedge Reserve Account. Notwithstanding such intention, if the Collection Account and/or the Hedge Reserve Account constitutes a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), the provisions of this Agreement governing a "deposit account" shall apply to the Collection Account and/or the Hedge Reserve Account, as applicable. (ii) All securities or other property, including Permitted Investments, constituting financial assets credited to the Collection Account or the Hedge Reserve Account (other than cash, in either case) shall be registered in the DB1/ 139452285.4 66 154304283v7 name of the Account Bank, indorsed to the Account Bank or in blank or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Collection Account or the Hedge Reserve Account be registered in the name of the Borrower or any other person, payable to the order of the Borrower or any other person or specially indorsed to the Borrower or any other person except to the extent the foregoing have been specially indorsed to the Account Bank or in blank. (iii) All property delivered to the Account Bank pursuant to this Agreement that is granted to the Administrative Agent, as agent for the Secured Parties shall be promptly credited to the Collection Account or the Hedge Reserve Account, as applicable and in accordance with the terms of this Agreement. (iv) Each of the Collection Account and the Hedge Reserve Account is an account to which financial assets or other property are or may be credited, and the Account Bank shall, subject to the terms of this Agreement, treat the Borrower as entitled to exercise the rights that comprise any financial asset or other property credited to either such account. (v) The Account Bank hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible or cash) credited to the Collection Account or the Hedge Reserve Account, to the extent that the related account constitutes a securities account, shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC. (vi) If at any time the Account Bank shall receive any order from the Administrative Agent as agent for the Secured Parties directing transfer or redemption of any financial asset relating to the Collection Account or the Hedge Reserve Account, or any instruction originated by the Secured Party directing the disposition of funds in the Collection Account or the Hedge Reserve Account, the Account Bank shall comply with such entitlement order or instruction without further consent by the Borrower or any other person. If the Borrower is otherwise entitled to issue entitlement orders or instructions and such entitlement orders or instructions conflict with any entitlement order or instruction issued by the Secured Party, the Account Bank shall follow the entitlement orders or instructions issued by the Secured Party. (vii) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the "bank's jurisdiction" (within the meaning of Section 9-304 of the UCC) and the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC). Section 2.14. [Reserved]. Section 2.15.71 149194398v7

The Account Bank. (a) The Borrower hereby appoints Mizuho JPMorgan Chase Bank, Ltd. N.A. as the initial Account Bank. All payments of amounts due and payable in respect of the Obligations that are to be made from amounts withdrawn from the Collection Account shall be made on behalf of the Borrower by the Account Bank. (b) The Account Bank shall not be charged with knowledge of any Early Amortization Event, Termination Event or Unmatured Termination Event unless a Responsible Officer of the Account Bank obtains actual knowledge of such event or the Account Bank receives written notice of such event from the Borrower, the Servicer or any Secured Party. (c) Without limiting the generality of this Section, the Account Bank shall have no duty (i) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any Tax, assessment or other governmental charge or any Lien or encumbrance of DB1/ 139452285.4 64 154304283v7 any kind owing with respect to, assessed or levied against, any part of the Contracts, (iv) to confirm or verify the contents of any reports or certificates of the Servicer or the Borrower delivered to the Account Bank pursuant to this Agreement believed by the Account Bank to be genuine and to have been signed or presented by the proper party or parties or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Borrower's or the Servicer's representations, warranties or covenants or the initial Servicer's duties and obligations as Servicer and as custodian of books, records, files and computer records relating to the Contracts under this Agreement. (d) The Account Bank shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Account Bank to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement. (e) The Account Bank may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, any Monthly Report, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (f) The Account Bank may consult with counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Account Bank in good faith in accordance therewith. (g) The Account Bank shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Basic Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of the Administrative Agent pursuant to the provisions of this Agreement, unless the Administrative Agent, on behalf of the Secured Parties, shall have offered to the Account Bank reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (h) The Account Bank shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by a Secured Party; provided, that if the payment within a reasonable time to the Account Bank of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Account Bank, not reasonably assured by the Borrower, the Account Bank may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination DB1/ 139452285.4 65 154304283v7 shall be paid by the Borrower or, if paid by the Account Bank, shall be reimbursed by the Borrower upon demand. (i) The Account Bank may execute any of the trusts or powers hereunder or perform any duties under this Agreement either directly or by or through agents or attorneys or a custodian. The Account Bank shall not be responsible for any misconduct or negligence of any such agent or custodian appointed with due care by it hereunder. (j) (i) The Account Bank shall have no duties or responsibilities except those that are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Account Bank. If the Account Bank shall request instructions from the Administrative Agent or the Servicer with respect to any act, action or failure to act in connection with and as set forth in this Agreement, the Account Bank shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Account Bank shall have received written instructions from the Administrative Agent or the Servicer, as applicable without incurring any liability therefor to the Administrative Agent, the Borrower, the Servicer or any other person. (ii) The Account Bank may act in reliance upon any written communication of the Administrative Agent concerning the delivery of Collateral pursuant to this Agreement. The Account Bank does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the Contracts and other Collateral. The Account Bank shall not be liable for any action or omission to act hereunder, except for its own gross negligence, bad faith or willful misconduct. THE FOREGOING PROVISIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE ACCOUNT BANK. (k) Control Provisions (i) The parties acknowledge and agree that each of the Collection Account and the Hedge Reserve Account is intended to be a "securities account" (as defined in Section 8-501 of the UCC), and the Account Bank shall be the "securities intermediary" with respect to each of the Collection Account and the Hedge Reserve Account. Notwithstanding such intention, if the Collection Account and/or the Hedge Reserve Account constitutes a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), the provisions of this Agreement governing a "deposit account" shall apply to the Collection Account and/or the Hedge Reserve Account, as applicable. (ii) All securities or other property, including Permitted Investments, constituting financial assets credited to the Collection Account or the Hedge Reserve Account (other than cash, in either case) shall be registered in the DB1/ 139452285.4 66 154304283v7 name of the Account Bank, indorsed to the Account Bank or in blank or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Collection Account or the Hedge Reserve Account be registered in the name of the Borrower or any other person, payable to the order of the Borrower or any other person or specially indorsed to the Borrower or any other person except to the extent the foregoing have been specially indorsed to the Account Bank or in blank. (iii) All property delivered to the Account Bank pursuant to this Agreement that is granted to the Administrative Agent, as agent for the Secured Parties shall be promptly credited to the Collection Account or the Hedge Reserve Account, as applicable and in accordance with the terms of this Agreement. (iv) Each of the Collection Account and the Hedge Reserve Account is an account to which financial assets or other property are or may be credited, and the Account Bank shall, subject to the terms of this Agreement, treat the Borrower as entitled to exercise the rights that comprise any financial asset or other property credited to either such account. (v) The Account Bank hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible or cash) credited to the Collection Account or the Hedge Reserve Account, to the extent that the related account constitutes a securities account, shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC. (vi) If at any time the Account Bank shall receive any order from the Administrative Agent as agent for the Secured Parties directing transfer or redemption of any financial asset relating to the Collection Account or the Hedge Reserve Account, or any instruction originated by the Secured Party directing the disposition of funds in the Collection Account or the Hedge Reserve Account, the Account Bank shall comply with such entitlement order or instruction without further consent by the Borrower or any other person. If the Borrower is otherwise entitled to issue entitlement orders or instructions and such entitlement orders or instructions conflict with any entitlement order or instruction issued by the Secured Party, the Account Bank shall follow the entitlement orders or instructions issued by the Secured Party. (vii) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the "bank's jurisdiction" (within the meaning of Section 9-304 of the UCC) and the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC). Section 2.14. [Reserved]. Section 2.15.

The Account Bank. (a) The Borrower hereby appoints Mizuho Bank, Ltd. as the initial Account Bank. All payments of amounts due and payable in respect of the Obligations that are to be made from amounts withdrawn from the Collection Account shall be made on behalf of the Borrower by the Account Bank. (b) The Account Bank shall not be charged with knowledge of any Early Amortization Event, Termination Event or Unmatured Termination Event unless a Responsible Officer of the Account Bank obtains actual knowledge of such event or the Account Bank receives written notice of such event from the Borrower, the Servicer or any Secured Party. (c) Without limiting the generality of this Section, the Account Bank shall have no duty (i) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any Tax, assessment or other governmental charge or any Lien or encumbrance of DB1/ 139452285.4 64 154304283v7 any kind owing with respect to, assessed or levied against, any part of the Contracts, (iv) to confirm or verify the contents of any reports or certificates of the Servicer or the Borrower delivered to the Account Bank pursuant to this Agreement believed by the Account Bank to be genuine and to have been signed or presented by the proper party or parties or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Borrower's or the Servicer's representations, warranties or covenants or the initial Servicer's duties and obligations as Servicer and as custodian of books, records, files and computer records relating to the Contracts under this Agreement. (d) The Account Bank shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Account Bank to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement. (e) The Account Bank may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, any Monthly Report, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (f) The Account Bank may consult with counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Account Bank in good faith in accordance therewith. (g) The Account Bank shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Basic Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of the Administrative Agent pursuant to the provisions of this Agreement, unless the Administrative Agent, on behalf of the Secured Parties, shall have offered to the Account Bank reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (h) The Account Bank shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by a Secured Party; provided, that if the payment within a reasonable time to the Account Bank of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Account Bank, not reasonably assured by the Borrower, the Account Bank may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination DB1/ 139452285.4 65 154304283v7 shall be paid by the Borrower or, if paid by the Account Bank, shall be reimbursed by the Borrower upon demand. (i) The Account Bank may execute any of the trusts or powers hereunder or perform any duties under this Agreement either directly or by or through agents or attorneys or a custodian. The Account Bank shall not be responsible for any misconduct or negligence of any such agent or custodian appointed with due care by it hereunder. (j) (i) The Account Bank shall have no duties or responsibilities except those that are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Account Bank. If the Account Bank shall request instructions from the Administrative Agent or the Servicer with respect to any act, action or failure to act in connection with and as set forth in this Agreement, the Account Bank shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Account Bank shall have received written instructions from the Administrative Agent or the Servicer, as applicable without incurring any liability therefor to the Administrative Agent, the Borrower, the Servicer or any other person. (ii) The Account Bank may act in reliance upon any written communication of the Administrative Agent concerning the delivery of Collateral pursuant to this Agreement. The Account Bank does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the Contracts and other Collateral. The Account Bank shall not be liable for any action or omission to act hereunder, except for its own gross negligence, bad faith or willful misconduct. THE FOREGOING PROVISIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE ACCOUNT BANK. (k) Control Provisions (i) The parties acknowledge and agree that each of the Collection Account and the Hedge Reserve Account is intended to be a "securities account" (as defined in Section 8-501 of the UCC), and the Account Bank shall be the "securities intermediary" with respect to each of the Collection Account and the Hedge Reserve Account. Notwithstanding such intention, if the Collection Account and/or the Hedge Reserve Account constitutes a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), the provisions of this Agreement governing a "deposit account" shall apply to the Collection Account and/or the Hedge Reserve Account, as applicable. (ii) All securities or other property, including Permitted Investments, constituting financial assets credited to the Collection Account or the Hedge Reserve Account (other than cash, in either case) shall be registered in the DB1/ 139452285.4 66 154304283v7 name of the Account Bank, indorsed to the Account Bank or in blank or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Collection Account or the Hedge Reserve Account be registered in the name of the Borrower or any other person, payable to the order of the Borrower or any other person or specially indorsed to the Borrower or any other person except to the extent the foregoing have been specially indorsed to the Account Bank or in blank. (iii) All property delivered to the Account Bank pursuant to this Agreement that is granted to the Administrative Agent, as agent for the Secured Parties shall be promptly credited to the Collection Account or the Hedge Reserve Account, as applicable and in accordance with the terms of this Agreement. (iv) Each of the Collection Account and the Hedge Reserve Account is an account to which financial assets or other property are or may be credited, and the Account Bank shall, subject to the terms of this Agreement, treat the Borrower as entitled to exercise the rights that comprise any financial asset or other property credited to either such account. (v) The Account Bank hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible or cash) credited to the Collection Account or the Hedge Reserve Account, to the extent that the related account constitutes a securities account, shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC. (vi) If at any time the Account Bank shall receive any order from the Administrative Agent as agent for the Secured Parties directing transfer or redemption of any financial asset relating to the Collection Account or the Hedge Reserve Account, or any instruction originated by the Secured Party directing the disposition of funds in the Collection Account or the Hedge Reserve Account, the Account Bank shall comply with such entitlement order or instruction without further consent by the Borrower or any other person. If the Borrower is otherwise entitled to issue entitlement orders or instructions and such entitlement orders or instructions conflict with any entitlement order or instruction issued by the Secured Party, the Account Bank shall follow the entitlement orders or instructions issued by the Secured Party. (vii) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the "bank's jurisdiction" (within the meaning of Section 9-304 of the UCC) and the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC). Section 2.14. [Reserved]. Section 2.15.

The Account Bank. (a) The Borrower hereby appoints Mizuho JPMorgan Chase Bank, Ltd. N.A. as the initial Account Bank. All payments of amounts due and payable in respect of the Obligations that are to be made from amounts withdrawn from the Collection Account shall be made on behalf of the Borrower by the Account Bank. (b) The Account Bank shall not be charged with knowledge of any Early Amortization Event, Termination Event or Unmatured Termination Event unless a Responsible Officer of the Account Bank obtains actual knowledge of such event or the Account Bank receives written notice of such event from the Borrower, the Servicer or any Secured Party. (c) Without limiting the generality of this Section, the Account Bank shall have no duty (i) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any Tax, assessment or other governmental charge or any Lien or encumbrance of DB1/ 139452285.4 64 154304283v7 any kind owing with respect to, assessed or levied against, any part of the Contracts, (iv) to confirm or verify the contents of any reports or certificates of the Servicer or the Borrower delivered to the Account Bank pursuant to this Agreement believed by the Account Bank to be genuine and to have been signed or presented by the proper party or parties or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Borrower's or the Servicer's representations, warranties or covenants or the initial Servicer's duties and obligations as Servicer and as custodian of books, records, files and computer records relating to the Contracts under this Agreement. (d) The Account Bank shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Account Bank to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement. (e) The Account Bank may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, any Monthly Report, certificate of auditors or 68 any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (f) The Account Bank may consult with counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Account Bank in good faith in accordance therewith. (g) The Account Bank shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Basic Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of the Administrative Agent pursuant to the provisions of this Agreement, unless the Administrative Agent, on behalf of the Secured Parties, shall have offered to the Account Bank reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (h) The Account Bank shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by a Secured Party; provided, that if the payment within a reasonable time to the Account Bank of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Account Bank, not reasonably assured by the Borrower, the Account Bank may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination DB1/ 139452285.4 65 154304283v7 shall be paid by the Borrower or, if paid by the Account Bank, shall be reimbursed by the Borrower upon demand. (i) The Account Bank may execute any of the trusts or powers hereunder or perform any duties under this Agreement either directly or by or through agents or attorneys or a custodian. The Account Bank shall not be responsible for any misconduct or negligence of any such agent or custodian appointed with due care by it hereunder. (j) (i) The Account Bank shall have no duties or responsibilities except those that are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Account Bank. If the Account Bank shall request instructions from the Administrative Agent or the Servicer with respect to any act, action or failure to act in connection with and as set forth in this Agreement, the Account Bank shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Account Bank shall have received written instructions from the Administrative Agent or the Servicer, as applicable without incurring any liability therefor to the Administrative Agent, the Borrower, the Servicer or any other person. (ii) The Account Bank may act in reliance upon any written communication of the Administrative Agent concerning the delivery of Collateral pursuant to this Agreement. The Account Bank does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the Contracts and other Collateral. The Account Bank shall not be liable for any action or omission to act hereunder, except for its own gross negligence, bad faith or willful misconduct. THE FOREGOING PROVISIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE ACCOUNT BANK. (k) Control Provisions (i) The parties acknowledge and agree that each of the Collection Account and the Hedge Reserve Account is intended to be a "securities account" (as defined in Section 8-501 of the UCC), and the Account Bank shall be the "securities intermediary" with respect to each of the Collection Account and the Hedge Reserve Account. Notwithstanding such intention, if the Collection Account and/or the Hedge Reserve Account constitutes a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), the provisions of this Agreement governing a "deposit account" shall apply to the Collection Account and/or the Hedge Reserve Account, as applicable. (ii) All securities or other property, including Permitted Investments, constituting financial assets credited to the Collection Account or the Hedge Reserve Account (other than cash, in either case) shall be registered in the DB1/ 139452285.4 66 154304283v7 name of the Account Bank, indorsed to the Account Bank or in blank or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Collection Account or the Hedge Reserve Account be registered in the name of the Borrower or any other person, payable to the order of the Borrower or any other person or specially indorsed to the Borrower or any other person except to the extent the foregoing have been specially indorsed to the Account Bank or in blank. (iii) All property delivered to the Account Bank pursuant to this Agreement that is granted to the Administrative Agent, as agent for the Secured Parties shall be promptly credited to the Collection Account or the Hedge Reserve Account, as applicable and in accordance with the terms of this Agreement. (iv) Each of the Collection Account and the Hedge Reserve Account is an account to which financial assets or other property are or may be credited, and the Account Bank shall, subject to the terms of this Agreement, treat the Borrower as entitled to exercise the rights that comprise any financial asset or other property credited to either such account. (v) The Account Bank hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible or cash) credited to the Collection Account or the Hedge Reserve Account, to the extent that the related account constitutes a securities account, shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC. (vi) If at any time the Account Bank shall receive any order from the Administrative Agent as agent for the Secured Parties directing transfer or redemption of any financial asset relating to the Collection Account or the Hedge Reserve Account, or any instruction originated by the Secured Party directing the disposition of funds in the Collection Account or the Hedge Reserve Account, the Account Bank shall comply with such entitlement order or instruction without further consent by the Borrower or any other person. If the Borrower is otherwise entitled to issue entitlement orders or instructions and such entitlement orders or instructions conflict with any entitlement order or instruction issued by the Secured Party, the Account Bank shall follow the entitlement orders or instructions issued by the Secured Party. (vii) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the "bank's jurisdiction" (within the meaning of Section 9-304 of the UCC) and the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC). Section 2.14. [Reserved]. Section 2.15.69