Common use of Transaction Accounts Clause in Contracts

Transaction Accounts. (a) On or prior to the Closing Date, the Trustee on behalf of the Issuer shall establish and maintain, in the name of the Issuer, for the benefit of the Trustee and the Noteholders, the Lockbox Account, the Distribution Account, the Reinvestment Account, the Reserve Account and the Collection Account, in each case, as provided in Sections 7.01, 7.02, 7.03 and 7.04 of the Sale and Servicing Agreement. (b) All funds required to be deposited in the Collection Account with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 7.03 of the Sale and Servicing Agreement. On or before the last day of each Collection Period or such other date as determined by the Trustee pursuant to Section 7.06(c) of the Sale and Servicing Agreement, the Collections with respect to the preceding Collection Period on deposit in the Collection Account will be transferred from the Collection Account to the Distribution Account as provided in Section 7.06 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date, all other amounts then on deposit in the Collection Account (including, without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited in the Distribution Account. The Trustee shall invest any funds in the Reserve Account as provided in the Sale and Servicing Agreement. Funds will be deposited into the Reserve Account as provided in Section 7.06 of the Sale and Servicing Agreement. (c) On each Payment Date or such other date as determined by the Trustee pursuant to Section 5.04(b), the Trustee, as Paying Agent, shall distribute all amounts on deposit in the Distribution Account to Noteholders in respect of Notes and any other parties specified in the Priority of Payments, and to the Trustee, as Paying Agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates in accordance with the Priority of Payments. (d) All moneys deposited from time to time in the Distribution Account and the Reserve Account pursuant to the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Securityholders and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Securityholders as provided by the Sale and Servicing Agreement. (e) The Redemption Price described in Section 10.01 hereof shall be deposited in the Distribution Account.

Transaction Accounts. (a) On or prior to the Closing Date, the Trustee Securities Intermediary on behalf of the Issuer shall establish and maintain, in the name of the IssuerSecurities Intermediary, for the benefit of the Trustee and the Noteholders, the Lockbox AccountSecurityholders, the Distribution Account, the Reinvestment Account, the Reserve Account and the Collection AccountAccount and the Issuer shall establish the Lockbox Account as a non-interest bearing, segregated account at the Lockbox Bank and in the name of the Securities Intermediary for the benefit of the Securityholders, in each case, as provided in Sections 7.01, 7.02, 7.02 and 7.03 and 7.04 of the Sale and Servicing Agreement. (b) All funds required to be deposited in the Collection Account with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 7.03 of the Sale and Servicing Agreement. On or before the last day of each Collection Period or such other date as determined by the Trustee pursuant to Section 7.06(c7.05(c) of the Sale and Servicing Agreement, the Collections with respect to the preceding Collection Period on deposit in the Collection Account will be transferred from the Collection Account to the Distribution Account as provided in Section 7.06 7.05 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date, all other amounts then on deposit in the Collection Account (including, without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited in the Distribution Account. The Trustee Securities Intermediary shall invest any funds in the Reserve Account as provided in the Sale and Servicing Agreement. Funds will be deposited into the Reserve Account as provided in Section 7.06 7.05 of the Sale and Servicing Agreement. (c) On each Payment Date or such other date as determined by the Trustee pursuant to Section 5.04(b), the Trustee, as Paying Agent, shall distribute all amounts on deposit in the Distribution Account to Noteholders in respect of Notes and any other parties specified in the Priority of Payments, and to the Trustee, as Paying Agent paying agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates in accordance with the Priority of Payments. (d) All moneys deposited from time to time in the Distribution Account and the Reserve Account pursuant to the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Securityholders and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Securityholders as provided by the Sale and Servicing Agreement. (e) The Redemption Price described in Section 10.01 hereof shall be deposited in the Distribution Account.

Transaction Accounts. (a) On or prior to the Closing Date, the Trustee Servicer on behalf of the Issuer shall establish and maintain, in the name of the IssuerTrustee, for the benefit of the Trustee Noteholders and the NoteholdersCertificateholders, the Lockbox Account, Transaction Accounts (other than the Distribution Account, Principal and Interest Accounts which shall be in the Reinvestment Account, name of the Reserve Account and the Collection Account, in each case, Servicer) as provided in Sections 7.01, 7.02, 7.03 and 7.04 Section 7.01 of the Sale and Servicing Agreement. (b) All funds required to be deposited in the Collection Principal and Interest Account with respect to the preceding Collection Due Period will be deposited in the Collection Principal and Interest Account as provided in Section 7.03 7.01 of the Sale and Servicing Agreement. On or before the last day of each Collection Period or such other date as determined by the Trustee pursuant to Section 7.06(c) of the Sale and Servicing AgreementDetermination Date, the Collections with respect to the preceding Collection Due Period on deposit in the Collection Account will be transferred from the Collection Principal and Interest Account to the Note Distribution Account as provided in Section 7.06 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date, all other amounts then on deposit in the Collection Account (including, without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited in the Distribution Account. The Trustee shall invest any funds in the Reserve Account as provided in the Sale and Servicing Agreement. Funds will be deposited into the Reserve Account as provided in Section 7.06 7.05 of the Sale and Servicing Agreement. (c) On each Payment Date or such other date as determined by Distribution Date, the Trustee pursuant to Section 5.04(b), the Trustee, as Paying Agent, shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of each Class of Notes and any other parties specified in the Priority of Payments, and to the Trustee, as Paying Agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates in accordance with the Priority of Payments. (d) All moneys deposited from time to time in the Note Distribution Account and the Reserve Account pursuant to the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Securityholders Noteholders and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Securityholders Noteholders as provided by the Sale and Servicing Agreement. (e) The Redemption Repurchase Price described in Section 10.01 hereof and the Refinancing Price described in Section 10.03 hereof shall be deposited in the Note Distribution Account. The Trustee shall invest any funds in the Note Distribution Account as provided in the Sale and Servicing Agreement.

Transaction Accounts. (a) On or prior to the Closing Date, the Trustee Servicer on behalf of the Issuer shall establish and maintain, in the name of the IssuerTrustee, for the benefit of the Trustee Noteholders and the NoteholdersCertificateholder, the Lockbox Account, Transaction Accounts (other than the Distribution Account, the Reinvestment Account, the Reserve Principal and Interest Account and the Collection Exposure Reserve Account, which shall be in each case, the name of the Issuer) as provided in Sections 7.01, 7.02, 7.03 and 7.04 Section 7.01 of the Sale and Servicing Agreement. (b) All funds required to be deposited in the Collection Principal and Interest Account with respect to the preceding Collection Due Period will be deposited in the Collection Principal and Interest Account as provided in Section 7.03 7.01 of the Sale and Servicing Agreement. All funds required to be deposited in the Exposure Reserve Account will be deposited in the Exposure Reserve Account in accordance with Section 7.01 of the Sale and Servicing Agreement. On or before the last day of each Collection Period Determination Date or such other date as determined by the Trustee pursuant to Section 7.06(c7.05(c) of the Sale and Servicing Agreement, the Collections with respect to the preceding Collection Due Period on deposit in the Collection Principal and Interest Account will be transferred from the Collection Principal and Interest Account to the Note Distribution Account as provided in Section 7.06 7.05 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date, all other amounts then on deposit in the Collection Account (including, without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited in the Distribution Account. The Trustee shall invest any funds in the Reserve Note Distribution Account as provided in the Sale and Servicing Agreement. Funds will be deposited into the Reserve Account as provided in Section 7.06 of the Sale and Servicing Agreement. (c) On each Payment Distribution Date or such other date as determined by the Trustee pursuant to Section 5.04(b5.04(c), the Trustee, as Paying Agent, Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of each Class of Notes and any other parties specified in the Priority of Payments, and to the Trustee, as Paying Agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates in accordance with the Priority of Payments. (d) All moneys deposited from time to time in the Note Distribution Account and the Reserve Account pursuant to the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Securityholders and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Securityholders as provided by the Sale and Servicing Agreement. (e) The Redemption Price described in Section 10.01 hereof and the Refinancing Price described in Section 10.02 hereof shall be deposited in the Note Distribution Account.

Transaction Accounts. (a) On or prior to the Closing Date, the Trustee Securities Intermediary on behalf of the Issuer shall establish and maintain, in the name of the IssuerSecurities Intermediary, for the benefit of the Trustee and the Noteholders, the Lockbox AccountSecurityholders, the Distribution Account, the Reinvestment Reserve Account, the Reserve Investment Account and the Collection AccountAccount and the Issuer shall establish the Lockbox Account as a non-interest bearing, segregated account at the Lockbox Bank and in the name of the Securities Intermediary for the benefit of the Securityholders, in each case, as provided in Sections 7.01, 7.02, 7.03 and 7.04 of the Sale and Servicing Agreement. (b) All funds required to be deposited in the Collection Account with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 7.03 of the Sale and Servicing Agreement. On or before the last day of each Collection Period or such other date as determined by the Trustee pursuant to Section 7.06(c) of the Sale and Servicing Agreement, the Collections with respect to the preceding Collection Period on deposit in the Collection Account will be transferred from the Collection Account to the Distribution Account as provided in Section 7.06 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date, all other amounts then on deposit in the Collection Account (including, without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited in the Distribution Account. The Trustee Securities Intermediary shall invest any funds in the Reserve Account as provided in the Sale and Servicing Agreement. Funds will be deposited into the Reserve Account as provided in Section 7.06 of the Sale and Servicing Agreement. (c) On each Payment Date or such other date as determined by the Trustee pursuant to Section 5.04(b), the Trustee, as Paying Agent, shall distribute all amounts on deposit in the Distribution Account to Noteholders in respect of Notes and any other parties specified in the Priority of Payments, and to the Trustee, as Paying Agent paying agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates in accordance with the Priority of Payments. (d) All moneys deposited from time to time in the Distribution Account and the Reserve Account pursuant to the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Securityholders and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Securityholders as provided by the Sale and Servicing Agreement. (e) The Redemption Price described in Section 10.01 hereof shall be deposited in the Distribution Account.

Transaction Accounts. (a) On or prior to the Closing Date, the Trustee Securities Intermediary on behalf of the Issuer shall establish and maintain, in the name of the IssuerSecurities Intermediary, for the benefit of the Trustee and the Noteholders, the Lockbox AccountSecurityholders, the Distribution Account, the Reinvestment Account, the Reserve Account and the Collection AccountAccount and the Issuer shall establish the Lockbox Account as a non-interest bearing, segregated account at the Lockbox Bank and in the name of the Securities Intermediary for the benefit of the Securityholders, in each case, as provided in Sections 7.01, 7.02, 7.03 and 7.04 of the Sale and Servicing Agreement. (b) All funds required to be deposited in the Collection Account with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 7.03 of the Sale and Servicing Agreement. On or before the last day of each Collection Period or such other date as determined by the Trustee pursuant to Section 7.06(c) of the Sale and Servicing Agreement, the Collections with respect to the preceding Collection Period on deposit in the Collection Account will be transferred from the Collection Account to the Distribution Account as provided in Section 7.06 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date, all other amounts then on deposit in the Collection Account (including, without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited in the Distribution Account. The Trustee Securities Intermediary shall invest any funds in the Reserve Account as provided in the Sale and Servicing Agreement. Funds will be deposited into the Reserve Account as provided in Section 7.06 of the Sale and Servicing Agreement. (c) On each Payment Date or such other date as determined by the Trustee pursuant to Section 5.04(b), the Trustee, as Paying Agent, shall distribute all amounts on deposit in the Distribution Account to Noteholders in respect of Notes and any other parties specified in the Priority of Payments, and to the Trustee, as Paying Agent paying agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates in accordance with the Priority of Payments. (d) All moneys deposited from time to time in the Distribution Account and the Reserve Account pursuant to the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Securityholders and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Securityholders as provided by the Sale and Servicing Agreement. (e) The Redemption Price described in Section 10.01 hereof shall be deposited in the Distribution Account.

Transaction Accounts. (a) On GE Capital shall record on its books and records the face amount of each Letter of Credit Issued hereunder, any unpaid L/C Reimbursement Obligation, all interest accrued and unpaid thereon and any fees, costs, expenses or prior other Obligations that have accrued and/or become payable pursuant to this Agreement. GE Capital shall deliver to the Closing DateLead Applicant on a monthly basis a statement setting forth such record for Table of Contents the immediately preceding calendar month. Such record shall, the Trustee on behalf absent manifest error, be conclusive evidence of the Issuer shall establish and maintain, in the name amount of the Issuer, for the benefit L/C Reimbursement Obligations and other Obligations of the Trustee and Applicants. Any failure to so record or any error in doing so, or any failure to deliver such statement shall not, however, limit or otherwise affect the Noteholders, L/C Reimbursement Obligations or the Lockbox Account, the Distribution Account, the Reinvestment Account, the Reserve Account and the Collection Account, in each case, as provided in Sections 7.01, 7.02, 7.03 and 7.04 other Obligations of the Sale and Servicing AgreementApplicants or provide the basis for any claim against GE Capital. (b) All funds required to be deposited in GE Capital, acting as a non-fiduciary agent of the Collection Account Applicants solely for tax purposes and solely with respect to the preceding Collection Period will be deposited actions described in this subsection 1.2(b), shall establish and maintain at its address referred to in Section 7.2 (or at such other address as GE Capital may notify the Lead Applicant) (A) a record of ownership (the “Register”) in which GE Capital agrees to register by book entry the interests (including any rights to receive payment hereunder) of GE Capital and each L/C Issuer in the Collection Account as provided L/C Reimbursement Obligations and the Letter of Credit Obligations, each of their obligations under this Agreement to participate in Section 7.03 each Letter of Credit, the Sale Letter of Credit Obligations and Servicing Agreement. On the L/C Reimbursement Obligations, and any assignment of any such interest, obligation or before right and (B) accounts in the last day Register in accordance with its usual practice in which it shall record (1) the name and address of each Collection Period or such other date as determined by the Trustee L/C Issuer (and each change thereto pursuant to Section 7.06(c7.9), (2) the amount of the Sale L/C Reimbursement Obligations due and Servicing Agreement, the Collections with payable or paid in respect of Letters of Credit and (3) any other payment received by GE Capital from an Applicant and its application to the preceding Collection Period on deposit in the Collection Account will be transferred from the Collection Account to the Distribution Account as provided in Section 7.06 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date, all other amounts then on deposit in the Collection Account (including, without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited in the Distribution Account. The Trustee shall invest any funds in the Reserve Account as provided in the Sale and Servicing Agreement. Funds will be deposited into the Reserve Account as provided in Section 7.06 of the Sale and Servicing AgreementObligations. (c) On each Payment Date or such other date as determined by Notwithstanding anything to the Trustee pursuant to Section 5.04(b)contrary contained in this Agreement, the TrusteeL/C Reimbursement Obligations are registered obligations, as Paying Agentthe right, title and interest of each L/C Issuer and its assignees in and to such L/C Reimbursement Obligations shall distribute all amounts on deposit be transferable only upon notation of such transfer in the Distribution Account to Noteholders in respect of Notes Register and any other parties specified in the Priority of Payments, no assignment thereof shall be effective until recorded therein and to the Trustee, as Paying Agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates otherwise shall be in accordance with the Priority terms of Paymentsthis Agreement. This Section 1.2 and Section 7.9 shall be construed so that the L/C Reimbursement Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (d) All moneys deposited The Applicants, GE Capital, and the L/C Issuers shall treat each Person whose name is recorded in the Register as an L/C Issuer for all purposes of this Agreement. Information contained in the Register with respect to any L/C Issuer shall be available for access by the Applicants, the Lead Applicant, GE Capital and such L/C Issuer during normal business hours and from time to time upon at least one Business Day’s prior notice. No L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Distribution Account and the Reserve Account pursuant Register other than information with respect to the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit such L/C Issuer unless otherwise agreed by GE Capital. Table of the Securityholders and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Securityholders as provided by the Sale and Servicing Agreement. (e) The Redemption Price described in Section 10.01 hereof shall be deposited in the Distribution Account.Contents

Transaction Accounts. (a) On or prior to the Closing Date, the Trustee Securities Intermediary on behalf of the Issuer shall establish and maintain, in the name of the IssuerTrustee, for the benefit of the Trustee and the Noteholders, the Lockbox Account, the Distribution Account, the Reinvestment General Reserve Account, the Reserve Collection Account and the Collection AccountPrincipal Reinvestment Account and the Issuer shall establish the Lockbox Account as a non-interest bearing, segregated account at the Lockbox Bank and in the name of the Trustee for the benefit of the Noteholders, in each case, as provided in Sections 7.01, 7.02, 7.02 and 7.03 and 7.04 of the Sale and Servicing Agreement. (b) All funds required to be deposited in into the Collection Account with respect to the preceding Collection Period will be deposited in into the Collection Account as provided in Section 7.03 of the Sale and Servicing Agreement. On or before after each Reference Date (but prior to the last day of each Collection Period related Payment Date) or such other date as determined by the Trustee pursuant to Section 7.06(c7.05(c) of the Sale and Servicing Agreement, the all Collections with respect to the preceding related Collection Period on deposit in the Collection Account and all other amounts then on deposit in the Collection Account constituting Available Funds (including, without limitation, any amounts deposited into the Collection Account from the General Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be transferred from the Collection Account to the Distribution Account as provided in Section 7.06 7.05 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date, all other Such amounts then on deposit in the Collection Account (including, without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited in into the Distribution Account. The Trustee Securities Intermediary shall invest any funds in the General Reserve Account and the Principal Reinvestment Account as provided in the Sale and Servicing Agreement. Funds will be deposited into the General Reserve Account as provided in Section 7.06 7.05 of the Sale and Servicing Agreement. Each of the Transaction Accounts shall be under the control of the Trustee for the benefit of the Trustee and the Noteholders in accordance with Section 8.06 hereof. (c) On each Payment Date or such other date as determined by the Trustee pursuant to Section 5.04(b)) hereof, the Trustee, as Paying Agent, shall distribute all amounts on deposit in the Distribution Account to Noteholders in respect of Notes and any other parties specified in the Priority of Payments, and to the Trustee, as Paying Agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates in accordance with the Priority of Payments. (d) All moneys deposited from time to time in the Distribution Account, the General Reserve Account and the Reserve Principal Reinvestment Account pursuant to the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Securityholders Noteholders, and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Securityholders Noteholders as provided by the Sale and Servicing Agreement. (e) The Redemption Price described in Section 10.01 hereof shall be deposited in into the Distribution Account. (f) The Issuer shall not change the Lockbox Account without the consent of the Majority Noteholders.

Transaction Accounts. (a) On or prior to the Closing Date, the Trustee Servicer on behalf of the Issuer shall establish and maintain, in the name of the IssuerIndenture Trustee, for the benefit of the Trustee Noteholders, and the NoteholdersCertificateholder, the Lockbox Account, Transaction Accounts (other than the Distribution Account, Principal and Interest Accounts which shall be in the Reinvestment Account, name of the Reserve Account and the Collection Account, in each case, Servicer) as provided in Sections 7.01, 7.02, 7.03 and 7.04 Section 7.01 of the Sale and Servicing Agreement. (b) All funds required to be deposited in the Collection Principal and Interest Account with respect to the preceding Collection Due Period will be deposited in the Collection Principal and Interest Account as provided in Section 7.03 7.01 of the Sale and Servicing Agreement. On or before the last day of each Collection Period or such other date as determined by the Trustee pursuant to Section 7.06(c) of the Sale and Servicing AgreementDetermination Date, the Collections with respect to the preceding Collection Due Period on deposit in the Collection Account will be transferred from the Collection Principal and Interest Account to the Note Distribution Account as provided in Section 7.06 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date, all other amounts then on deposit in the Collection Account (including, without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited in the Distribution Account. The Trustee shall invest any funds in the Reserve Account as provided in the Sale and Servicing Agreement. Funds will be deposited into the Reserve Account as provided in Section 7.06 7.05 of the Sale and Servicing Agreement. (c) On each Payment Date or such other date as determined by the Trustee pursuant to Section 5.04(b)Distribution Date, the Trustee, as Paying Agent, Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of each Class of Notes and any other parties specified in the Priority of Payments, and to the Trustee, as Paying Agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates in accordance with the Priority of Payments. (d) All moneys deposited from time to time in the Note Distribution Account and the Reserve Account pursuant to the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Securityholders Noteholders and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Securityholders Noteholders as provided by the Sale and Servicing Agreement. (e) The Redemption Repurchase Price described in Section 10.01 hereof and the Refinancing Price described in Section 10.03 hereof shall be deposited in the Note Distribution Account. The Indenture Trustee shall invest any funds in the Note Distribution Account as provided in the Sale and Servicing Agreement.

Transaction Accounts. (a) On or prior to the Closing Date, the Trustee Servicer on behalf of the Issuer shall establish and maintain, in the name of the IssuerTrustee, for the benefit of the Trustee Noteholders, and the NoteholdersCertificateholder, the Lockbox Account, Transaction Accounts (other than the Distribution Account, Principal and Interest Accounts which shall be in the Reinvestment Account, name of the Reserve Account and the Collection Account, in each case, Servicer) as provided in Sections 7.01, 7.02, 7.03 and 7.04 Section 7.01 of the Sale and Servicing Agreement. (b) All funds required to be deposited in the Collection Principal and Interest Account with respect to the preceding Collection Due Period will be deposited in the Collection Principal and Interest Account as provided in Section 7.03 7.01 of the Sale and Servicing Agreement. On or before the last day of each Collection Period or such other date as determined by the Trustee pursuant to Section 7.06(c) of the Sale and Servicing AgreementBusiness Day immediately preceding a Determination Date, the Collections with respect to the preceding Collection Due Period on deposit in the Collection Account will be transferred from the Collection Principal and Interest Account to the Note Distribution Account as provided in Section 7.06 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date, all other amounts then on deposit in the Collection Account (including, without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited in the Distribution Account. The Trustee shall invest any funds in the Reserve Account as provided in the Sale and Servicing Agreement. Funds will be deposited into the Reserve Account as provided in Section 7.06 7.05 of the Sale and Servicing Agreement. (c) On each Payment Date or such other date as determined by Distribution Date, the Trustee pursuant to Section 5.04(b), the Trustee, as Paying Agent, shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of each Class of Notes and any other parties specified in the Priority of Payments, and to the Trustee, as Paying Agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates in accordance with the Priority of Payments. (d) All moneys deposited from time to time in the Note Distribution Account and the Reserve Account pursuant to the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Securityholders Noteholders and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Securityholders Noteholders as provided by the Sale and Servicing Agreement. (e) The Redemption Repurchase Price described in Section 10.01 hereof and the Refinancing Price described in Section 10.03 hereof shall be deposited in the Note Distribution Account. The Trustee shall invest any funds in the Note Distribution Account as provided in the Sale and Servicing Agreement.

Transaction Accounts. (a) On or prior to the Closing Date, the Trustee Securities Intermediary on behalf of the Issuer shall establish and maintain, in the name of the IssuerTrustee, for the benefit of the Trustee and the Noteholders, the Lockbox Account, the Distribution Account, the Reinvestment General Reserve Account, the Reserve Collection Account and the Collection AccountPrincipal Reinvestment Account and the Issuer shall establish the Lockbox Account as a non-interest bearing, segregated account at the Lockbox Bank and in the name of the Trustee for the benefit of the Noteholders, in each case, as provided in Sections 7.01, 7.02, 7.02 and 7.03 and 7.04 of the Sale and Servicing Agreement. (b) All funds required to be deposited in into the Collection Account with respect to the preceding Collection Period will be deposited in into the Collection Account as provided in Section 7.03 of the Sale and Servicing Agreement. On or before after each Reference Date (but prior to the last day of each Collection Period related Payment Date) or such other date as determined by the Trustee pursuant to Section 7.06(c7.05(c) of the Sale and Servicing Agreement, the all Collections with respect to the preceding related Collection Period on deposit in the Collection Account and all other amounts then on deposit in the Collection Account constituting Available Funds (including, without limitation, any amounts deposited into the Collection Account from the General Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be transferred from the Collection Account to the Distribution Account as provided in Section 7.06 7.05 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date, all other Such amounts then on deposit in the Collection Account (including, without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02 of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited in into the Distribution Account. The Trustee Securities Intermediary shall invest any funds in the General Reserve Account and the Principal Reinvestment Account as provided in the Sale and Servicing Agreement. Funds will be deposited into the General Reserve Account as provided in Section 7.06 7.05 of the Sale and Servicing Agreement. Each of the Transaction Accounts shall be under the control of the Trustee for the benefit of the Trustee and the Noteholders in accordance with ‎Section 8.06 hereof. (c) On each Payment Date or such other date as determined by the Trustee pursuant to Section ‎Section 5.04(b)) hereof, the Trustee, as Paying Agent, shall distribute all amounts on deposit in the Distribution Account to Noteholders in respect of Notes and any other parties specified in the Priority of Payments, and to the Trustee, as Paying Agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates in accordance with the Priority of Payments. (d) All moneys deposited from time to time in the Distribution Account, the General Reserve Account and the Reserve Principal Reinvestment Account pursuant to the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Securityholders Noteholders, and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Securityholders Noteholders as provided by the Sale and Servicing Agreement. (e) The Redemption Price described in Section ‎Section 10.01 hereof shall be deposited in into the Distribution Account. (f) The Issuer shall not change the Lockbox Account without the consent of the Majority Noteholders.