Common use of Trust Account Procedures Clause in Contracts

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and the Indenture Trustee), the Qualified Institution maintaining any Trust Account, shall invest the amounts therein in Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee). Once such funds of any Trust Account are invested, the Servicer shall not change or permit a change in the investment of such funds. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, on investments of funds in the Collection Account shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of Section 9-106 of the UCC as enacted in New York) of collateral consisting of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New York) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and the Indenture Trustee), the Qualified Institution maintaining any Trust Account, shall invest the amounts therein in Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee). Once such funds of any Trust Account are invested, the Servicer shall not change or permit a change in the investment of such funds. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, on investments of funds in the Collection Account and Note Distribution Account shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Cash Collateral Account shall be distributed in accordance with Section 7.02(d) of this the Cash Collateral Account Agreement. The Servicer, the Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 98-106 102 of the UCC as enacted in New York) of collateral consisting of “"Investment Property” " (within the meaning of Section 9-102 106 of the UCC as enacted in New York) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and the Indenture Trustee), the Qualified Institution maintaining any Trust Account, shall Account may invest the amounts therein in Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier other Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trusteeaprove). Once such funds of any Trust Account are invested, the Servicer shall not change or permit a change in the investment of such funds. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account and Note Distribution Account shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Cash Collateral Account shall be distributed in accordance with Section 7.02(d) of this the Cash Collateral Account Agreement. The Servicer, the Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 98-106 102 of the UCC as enacted in New York) of collateral consisting of “"Investment Property” " (within the meaning of Section 9-102 115 of the UCC as enacted in New York) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and the Indenture Trustee), the Qualified Institution maintaining any Trust Account, shall invest the amounts therein in Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee). Once such funds of any Trust Account are invested, the Servicer shall not change or permit a change in the investment of such funds. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account and Note Distribution Account shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Cash Collateral Account shall be distributed in accordance with Section 7.02(d) of this the Cash Collateral Account Agreement. The Servicer, the Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 98-106 102 of the UCC as enacted in New York) of collateral consisting of “"Investment Property” " (within the meaning of Section 9-102 106 of the UCC as enacted in New York) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and writing, the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, Issuer and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature or are withdrawable not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee)Date. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Any loss on such investments shall be deposited in the applicable Trust Account by the Servicer out of its own funds immediately as realized. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Depositor Issuer agrees and the Trust agree and acknowledge acknowledges that the Indenture Trustee is to have “"control” " (within the meaning of Section 8-102 of the UCC as enacted in Iowa) of collateral comprised of "Investment Property" (within the meaning of Section 9-106 102(a)(49) of the UCC as enacted in New York) of collateral consisting of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New YorkIowa) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and the Indenture Trustee), the Qualified Institution maintaining any Trust Account, shall invest the amounts therein in Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee). Once such funds of any Trust Account are invested, the Servicer shall not change or permit a change in the investment of such funds. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, on investments of funds in the Collection Account shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 9-106 of the UCC as enacted in New York) of collateral consisting of “"Investment Property” " (within the meaning of Section 9-102 of the UCC as enacted in New York) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. (a) If the Servicer so directsdirects in writing, in writing (with a copy to the Owner Trustee and the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, Issuer and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature or are withdrawable not later than one Business Day prior to the next succeeding Payment Date (or Date, except in the case of investments of Unused Proceeds, that mature on such earlier Business Day as not later than the Rating Agencies shall approve, with a copy of such approval provided to date that is four months following the Indenture Trustee)Closing Date. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts (other than any Swap Counterparty Collateral Account) shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust Issuer agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of Section 9-106 104 of the UCC as enacted in New York) of collateral consisting comprised of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New York) for all purposes of this Agreement. For all purposes of this Agreement, the Indenture Trustee’s “jurisdiction” in respect of matters governed by the UCC shall be the State of Minnesota. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The . (b) [Reserved]. (c) On each Determination Date, the Servicer shall instruct the Indenture Trustee shall not to, and on each Payment Date the Indenture Trustee shall, transfer to the Note Distribution Account, for distribution as provided in Section 7.05, all Interest Collections and Principal Collections on deposit in the Collections Account, all funds on deposit in the Reserve Fund and all Investment Earnings from the Trust Accounts. (d) During the Pre-Funding Period and the Replenishment Period, the Servicer may instruct the Indenture Trustee to, and on the related Subsequent Transfer Date the Indenture Trustee shall, withdraw Principal Collections from the Principal Collection Account to be liable for investment losses applied to the purchase of Additional Loans in Eligible Investments accordance with, and subject to compliance with the requirements set forth in, Section 2.05. (e) Prior to the expiration of the Substitution Period, the Servicer may instruct the Indenture Trustee to, and on the related Subsequent Transfer Date the Indenture Trustee shall, withdraw funds from the Principal Collection Account to be applied to the acquisition of one or more Substitute Loans as directed contemplated by Section 2.04(a), to the extent of funds deposited by the ServicerOriginator for such purpose.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and writing, the Indenture Trustee), the Qualified Institution maintaining any Trust Account, Trustee shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee)Distribution Date. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Any loss on such investments shall be deposited in the applicable Trust Account by the Servicer out of its own funds immediately as realized. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Distribution Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “control” "CONTROL" (within the meaning of Section 8-102 of the UCC as enacted in Illinois) of collateral comprised of "INVESTMENT PROPERTY" (within the meaning of Section 9-106 115 of the UCC as enacted in New York) of collateral consisting of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New YorkIllinois) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and the Indenture Trustee), the Qualified Institution maintaining any Trust Account, shall Account may invest the amounts therein in Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier other Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee). Once such funds of any Trust Account are invested, the Servicer shall not change or permit a change in the investment of such funds. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account and Note Distribution Account shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Cash Collateral Account shall be distributed in accordance with Section 7.02(d) of this the Cash Collateral Account Agreement. The Servicer, the Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 98-106 102 of the UCC as enacted in New York) of collateral consisting of “"Investment Property” " (within the meaning of Section 9-102 102(a)(49) of the UCC as enacted in New York) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. (a) If the Servicer so directsdirects in writing, in writing (with a copy to the Owner Trustee and the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, Issuer and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature or are withdrawable not later than one (1) Business Day prior to the next succeeding Payment Date Date, except for investments in subsection (or that mature on such earlier Business Day as vi) of the Rating Agencies shall approve, with a copy definition of such approval provided to the Indenture Trustee)Eligible Investments. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust Issuer agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of Section 9-106 104 of the UCC as enacted in New York) of collateral consisting comprised of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New York) for all purposes of this Agreement. For all purposes of this Agreement, the Indenture Trustee’s “jurisdiction” in respect of matters governed by the UCC shall be the State of Minnesota. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The . (b) On each Determination Date, the Servicer shall instruct the Indenture Trustee shall not be liable to, and on each Payment Date the Indenture Trustee shall, transfer to the Note Distribution Account, for investment losses distribution as provided in Eligible Investments as directed by Section 7.05, all Interest Collections and Principal Collections on deposit in the ServicerCollections Account, all funds on deposit in the Reserve Fund and all Investment Earnings from the Trust Accounts.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and the Indenture Trustee), the Qualified Institution maintaining any Trust Account, shall invest the amounts therein in Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee). Once such funds of any Trust Account are invested, the Servicer shall not change or permit a change in the investment of such funds. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account and Note Distribution Account shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Cash Collateral Account shall be distributed in accordance with Section 7.02(d) of this the Cash Collateral Account Agreement. The Servicer, the Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 98-106 102 of the UCC as enacted in New York) of collateral consisting of “"Investment Property” " (within the meaning of Section 9-102 115 of the UCC as enacted in New York) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and writing, the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature or are withdrawable not later than one Business Day prior to the next succeeding Payment Date Distribution Date, except for investments in Section (or that mature on such earlier Business Day as vi) of the Rating Agencies shall approve, with a copy definition of such approval provided to the Indenture Trustee)Eligible Investments. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Any loss on such investments shall be deposited in the applicable Trust Account by the Servicer out of its own funds immediately as realized. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Distribution Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 9-106 of the UCC as enacted in New York) of collateral consisting of “Investment Property” (within the meaning of Section 98-102 of the UCC as enacted in New YorkJersey) of collateral comprised of "Investment Property" (within the meaning of Section 9-115 of the UCC as enacted in New Jersey) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. (a) If the Servicer so directsdirects in writing, in writing (with a copy to the Owner Trustee and the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, Issuer and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature or are withdrawable not later than one Business Day prior to the next succeeding Payment Date Date, except for investments in Section (or that mature on such earlier Business Day as vi) of the Rating Agencies shall approve, with a copy definition of such approval provided to the Indenture Trustee)Eligible Investments. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts (other than any Swap Counterparty Collateral Account) shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust Issuer agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of Section 9-106 104 of the UCC as enacted in New York) of collateral consisting comprised of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New York) for all purposes of this Agreement. For all purposes of this Agreement, the Indenture Trustee’s “jurisdiction” in respect of matters governed by the UCC shall be the State of Minnesota. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The . (b) On each Determination Date, the Servicer shall instruct the Indenture Trustee shall not to, and on each Payment Date the Indenture Trustee shall, transfer to the Note Distribution Account, for distribution as provided in Section 7.05, all Interest Collections and Principal Collections on deposit in the Collections Account, all funds on deposit in the Reserve Fund and all Investment Earnings from the Trust Accounts. (c) During the Replenishment Period, the Servicer may instruct the Indenture Trustee to, and on the related Subsequent Transfer Date the Trustee shall, withdraw Principal Collections from the Principal Collection Account to be liable for investment losses applied to the acquisition of Additional Loans in Eligible Investments as directed by accordance with, and subject to compliance with the Servicerrequirements set forth in, Section 2.05.

Trust Account Procedures. (a) If the Servicer so directsdirects in writing, in writing (with a copy to the Owner Trustee and the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, Issuer and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature or are withdrawable not later than one Business Day prior to the next succeeding Payment Date Date, except for investments in clause (or that mature on such earlier Business Day as vi) of the Rating Agencies shall approve, with a copy definition of such approval provided to the Indenture Trustee)Eligible Investments. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts (other than any Swap Counterparty Collateral Account) shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust Issuer agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of Section 9-106 104 of the UCC as enacted in New York) of collateral consisting comprised of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New York) for all purposes of this Agreement. For all purposes of this Agreement, the Indenture Trustee’s “jurisdiction” in respect of matters governed by the UCC shall be the State of Minnesota. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The . (b) Not later than two Business Days prior to a Draw Date, the Servicer shall instruct the Indenture Trustee in writing to, and on each Draw Date the Indenture Trustee shall, withdraw Collections from the Collection Account to be applied to the payment of the Class A-2A Commitment Fee to the Initial Holders; provided, however, that upon the Servicer’s receipt of prior written notice from the Issuer that the Class A-2A Commitment Fee shall not be liable paid to the Alternative Credit Provider, then the Servicer shall instruct the Indenture Trustee to pay the Class A-2A Commitment Fee to the Alternative Credit Provider in accordance with the terms and conditions of the Class A-2A Note Purchase Agreement. (c) On each Determination Date, the Servicer shall instruct the Indenture Trustee to, and on each Payment Date the Indenture Trustee shall, transfer to the Note Distribution Account, for investment losses distribution as provided in Eligible Investments Section 7.05, all Interest Collections and Principal Collections on deposit in the Collections Account, all funds on deposit in the Reserve Fund and all Investment Earnings from the Trust Accounts. (d) During the Ramp-Up Period and the Replenishment Period, the Servicer may instruct the Indenture Trustee to, and on the related Subsequent Transfer Date the Trustee shall, withdraw Principal Collections from the Principal Collection Account to be applied to the purchase of Additional Loans in accordance with, and subject to compliance with the requirements set forth in, Section 2.05. (e) Prior to the expiration (i) during the Ramp-Up Period and the Replenishment Period, of the 90-day period commencing on the date of a deposit of the Transfer Deposit Amount with respect to a Loan as directed to which a Substitution Event has occurred, or (ii) following the Replenishment Period, of the 180-day period commencing on the date of a deposit of the Transfer Deposit Amount with respect to a Loan as to which a Substitution Event has occurred, the Servicer may instruct the Indenture Trustee to, and on the related Subsequent Transfer Date the Indenture Trustee shall, withdraw funds from the Principal Collection Account to be applied to the acquisition of one or more Substitute Loans as contemplated by Section 2.04(a), to the extent of funds deposited by the ServicerOriginator for such purpose.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and writing, the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature or are withdrawable not later than one Business Day prior to the next succeeding Payment Date Distribution Date, except for investments in Section (or that mature on such earlier Business Day as vi) of the Rating Agencies shall approve, with a copy definition of such approval provided to the Indenture Trustee)Eligible Investments. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Any loss on such investments shall be deposited in the applicable Trust Account by the Servicer out of its own funds immediately as realized. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Distribution Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 9-106 of the UCC as enacted in New York) of collateral consisting of “Investment Property” (within the meaning of Section 98-102 of the UCC as enacted in New YorkJersey) of -71- 79 collateral comprised of "Investment Property" (within the meaning of Section 9-115 of the UCC as enacted in New Jersey) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. (a) If the Servicer so directsdirects in writing, in writing (with a copy to the Owner Trustee and the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, Issuer and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature or are withdrawable not later than one (1) Business Day prior to the next succeeding Payment Date Date, except for investments in subsection (or that mature on such earlier Business Day as vi) of the Rating Agencies shall approve, with a copy definition of such approval provided to the Indenture Trustee)Eligible Investments. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts (other than any Swap Counterparty Collateral Account) shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust Issuer agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of Section 9-106 104 of the UCC as enacted in New York) of collateral consisting comprised of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New York) for all purposes of this Agreement. For all purposes of this Agreement, the Indenture Trustee’s “jurisdiction” in respect of matters governed by the UCC shall be the State of Minnesota. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The . (b) On each Determination Date, the Servicer shall instruct the Indenture Trustee shall not be liable to, and on each Payment Date the Indenture Trustee shall, transfer to the Note Distribution Account, for investment losses distribution as provided in Eligible Investments as directed by Section 7.05, all Interest Collections and Principal Collections on deposit in the ServicerCollections Account, all funds on deposit in the Reserve Fund and all Investment Earnings from the Trust Accounts.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and writing, the Indenture Trustee), the Qualified Institution maintaining any Trust Account, Trustee shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Distribution Date except for Eligible Investments described in item (or vi) of that mature definition. Any loss on such earlier Business Day investments shall be deposited in the applicable Trust Account by the Servicer out of its own funds immediately as realized. Funds in the Rating Agencies shall approve, with a copy of such approval provided Trust Accounts not so invested must be insured to the Indenture Trustee)extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Once such funds of any Trust Account are investedSubject to the restrictions herein, the Servicer shall not change Indenture Trustee may purchase a Qualified Eligible Investment from itself or permit a change in the investment of such fundsan Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Trust Accounts (other than investment earnings on the Pre-Funding Account (which earnings shall be deposited into the Capitalized Interest Account in accordance with Section 7.06) or the Reserve Fund) shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Distribution Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 8-102 of the UCC as enacted in Illinois) of collateral comprised of "Investment Property" (within the meaning of Section 9-106 115 of the UCC as enacted in New York) of collateral consisting of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New YorkIllinois) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. In no event shall the Indenture Trustee be liable for the selection of Eligible Investments or for investment losses incurred thereon. The Indenture Trustee shall not be liable for have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or the failure of the Servicer to provided timely written investment losses in Eligible Investments as directed by the Servicerdirection.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and writing, the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature or are withdrawable not later than one Business Day prior to the next succeeding Payment Date Date, except for investments in section (or that mature on such earlier Business Day as vi) of the Rating Agencies shall approve, with a copy definition of such approval provided to the Indenture Trustee)Eligible Investments. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 8-106 of the UCC as enacted in Maryland) of collateral comprised of "Investment Property" (within the meaning of Section 9-106 115 of the UCC as enacted in New York) of collateral consisting of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New YorkMaryland) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and the Indenture Trustee), the Qualified Institution maintaining any Trust Account, shall invest the amounts therein in Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee). Once such funds of any Trust Account are invested, the Servicer shall not change or permit a change in the investment of such funds. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, on investments of funds in the Collection Account and Note Distribution Account shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this the Reserve Account Agreement. The Servicer, the Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of Section 9-106 of the UCC as enacted in New York) of collateral consisting of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New York) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. If the Servicer so directs, directs in writing (with a copy to the Owner Trustee and the Indenture Trustee), the Qualified Institution maintaining any Trust Account, Account shall invest the amounts therein in Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee). Once such funds of any Trust Account are invested, the Servicer shall not change or permit a change in the investment of such funds. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, on investments of funds in the Collection Account shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of Section 9-106 of the UCC as enacted in New York) of collateral consisting of “Investment Property” (within the meaning of Section 9-102 of the UCC as enacted in New York) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and writing, the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee)Distribution Date. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Any loss on such investments shall 68 75 be deposited in the applicable Trust Account by the Servicer out of its own funds immediately as realized. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Distribution Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 9-106 of the UCC as enacted in New York) of collateral consisting of “Investment Property” (within the meaning of Section 98-102 of the UCC as enacted in New YorkJersey) of collateral comprised of "Investment Property" (within the meaning of Section 9-115 of the UCC as enacted in New Jersey) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and the Indenture Trustee), the Qualified Institution maintaining any Trust Account, other than the Class A-2a Funding Account, shall invest the amounts therein in Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee). The Servicer shall direct the Indenture Trustee to invest the amounts in the Class A-2a Funding Account in the commercial paper of VFCC so long as such commercial paper is rated A-1 or higher by Standard & Poor's and P-1 by Xxxxx'x and that matures on or prior to the Class A-2a Maturity Date. If such commercial paper is downgraded below A-1 by Standard & Poor's or P-1 by Xxxxx'x, the Servicer shall instruct the Indenture Trustee to invest the amounts in the Class A-2a Funding Account in Eligible Investments that are rated A-1 or higher by Standard & Poor's and P-1 by Xxxxx'x, but only if and when an investment in the commercial paper obligations of VFCC matures, and that matures no later than one Business Day prior to the Class A-2a Maturity Date. Once such funds of any Trust Account are invested, except as provided in the preceding sentence, the Servicer shall not change or permit a change in the investment of such funds. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account and Note Distribution Account shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Cash Collateral Account shall be distributed in accordance with Section 7.02(dthe Cash Collateral Account Agreement. On each Deposit Date, all Investment Earnings for the related Collection Period on investments of funds in the Class A-2a Funding Account shall be deposited in the Collection Account. On each Deposit Date, all amounts on deposit in the Class A Principal Account (including all Investment Earnings thereon) of this Agreementshall be deposited in the Collection Account. The Servicer, the Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 98-106 102 of the UCC as enacted in New York) of collateral consisting of “"Investment Property” " (within the meaning of Section 9-102 115 of the UCC as enacted in New York) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.

Trust Account Procedures. (a) If the Servicer so directsdirects in writing, in writing (with a copy to the Owner Trustee and the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, Issuer and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature or are withdrawable not later than one (1) Business Day prior to the next succeeding Payment Date Date, except for investments in subsection (or that mature on such earlier Business Day as vi) of the Rating Agencies shall approve, with a copy definition of such approval provided to the Indenture Trustee)Eligible Investments. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust Issuer agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of Section 9-106 9–104 of the UCC as enacted in New York) of collateral consisting comprised of “Investment Property” (within the meaning of Section 9-102 9–102 of the UCC as enacted in New York) for all purposes of this Agreement. For all purposes of this Agreement, the Indenture Trustee’s “jursidiction” in respect of matters governed by the UCC shall be the State of Minnesota. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The . (b) On each Determination Date, the Servicer shall instruct the Indenture Trustee shall not be liable to, and on each Payment Date the Indenture Trustee shall, transfer to the Note Distribution Account, for investment losses distribution as provided in Eligible Investments as directed by Section 7.05, all Interest Collections and Principal Collections on deposit in the ServicerCollections Account, all funds on deposit in the Reserve Fund and all Investment Earnings from the Trust Accounts.

Trust Account Procedures. (a) If the Servicer so directsdirects in writing, in writing (with a copy to the Owner Trustee and the Indenture Trustee), Trustee shall accept such directions as directions of the Qualified Institution maintaining any Trust Account, Issuer and shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature or are withdrawable not later than one (1) Business Day prior to the next succeeding Payment Date Date, except for investments in subsection (or that mature on such earlier Business Day as vi) of the Rating Agencies shall approve, with a copy definition of such approval provided to the Indenture Trustee)Eligible Investments. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust Issuer agree and acknowledge that the Indenture Trustee is to have “"control” " (within the meaning of Section 9-106 104 of the UCC as enacted in New York) of collateral consisting comprised of “"Investment Property” " (within the meaning of Section 9-102 of the UCC as enacted in New York) for all purposes of this Agreement. For all purposes of this Agreement, the Indenture Trustee's "jurisdiction" in respect of matters governed by the UCC shall be the State of Minnesota. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The . (b) On each Determination Date, the Servicer shall instruct the Indenture Trustee shall not be liable to, and on each Payment Date the Indenture Trustee shall, transfer to the Note Distribution Account, for investment losses distribution as provided in Eligible Investments as directed by Section 7.05, all Interest Collections and Principal Collections on deposit in the ServicerCollections Account, all funds on deposit in the Reserve Fund and all Investment Earnings from the Trust Accounts.

Trust Account Procedures. If the Servicer so directs, in writing (with a copy to the Owner Trustee and writing, the Indenture Trustee), the Qualified Institution maintaining any Trust Account, Trustee shall invest the amounts therein in the Trust Accounts in Qualified Eligible Investments of the type specified in such written direction that mature not later than one Business Day prior to the next succeeding Payment Date (or that mature on such earlier Business Day as the Rating Agencies shall approve, with a copy of such approval provided to the Indenture Trustee)Distribution Date. Once such funds of any Trust Account are invested, the Servicer Indenture Trustee shall not change or permit a change in the investment of such funds. Any loss on such investments shall be deposited in the 44 applicable Trust Account by the Servicer out of its own funds immediately as realized. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 7.03. All Investment Earnings, if any, Earnings on investments of funds in the Collection Account Trust Accounts other than the Reserve Fund shall be deposited in or maintained within the Collection Account pursuant to Section 7.01 and paid distributed on the next Payment Distribution Date pursuant to Section 7.05. All Investment Earnings in the Reserve Account shall be distributed in accordance with Section 7.02(d) of this Agreement. The Servicer, the Trust Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “control” "CONTROL" (within the meaning of Section 98-106 102 of the UCC as enacted in New York) of collateral consisting comprised of “Investment Property” "INVESTMENT PROPERTY" (within the meaning of Section 9-102 115 of the UCC as enacted in New York) for all purposes of this Agreement. In the absence of timely written direction from the Servicer, the Indenture Trustee shall invest or cause to be invested amounts in the Trust Accounts in Qualified Eligible Investments of the type specified in clause (vi) of the definition of Eligible Investments herein. The Indenture Trustee shall not be liable for investment losses in Eligible Investments as directed by the Servicer.