Common use of Trust Accounts; Collections Clause in Contracts

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor Trust Deposits or (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (iic) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off Cutoff Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account (the “Collection Account, the Note Distribution Account ”) and the Cash Collateral Reserve Account (the “Reserve Account”), each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 “A-1” by Standard & Poor's ’s and either a short-term debt rating of P-1 “P -1 “ or a long-term debt rating of at least A2 “A2” by Xxxxx'xXxxxx’x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "“Servicer Letter of Credit"”) under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-then current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues Collections of a Contract in the Contract Pool and such Pledged Revenues Collections were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collections and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account (including two sub-accounts, the Interest Collection Account and the Principal Collection Account), the Note Distribution Account and the Cash Collateral AccountReserve Fund, each with and in the name of the Indenture Trustee for the benefit of the Holders and the Swap Counterparties. The Indenture Trustee, for the benefit of the Noteholders and the Equity Certificateholder. Swap Counterparties, shall establish a single, segregated trust account in accordance with the provisions of each Swap, referred to as the “Swap Counterparty Collateral Account.” The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within 30 days after notice of such event ten Business Days establish a replacement account at a Qualified InstitutionInstitution after notice of such event. The Indenture Trustee and the Servicer shall insure that each Qualified Institution maintaining an Eligible Deposit Account agrees in writing to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in such account without the further consent of the Trust Depositor or Issuer. The Trust Depositor and the Issuer agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of the UCC) of collateral comprised of “Investment Property” (within the meaning of the UCC) for all purposes of this Agreement. For all purposes of this Agreement, and effect (or cause to the Indenture Trustee’s “jurisdiction” in respect of matters governed by the UCC shall be effected) a concurrent transfer the State of all amounts in the current non-qualifying account to the replacement accountMinnesota. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second two Business Day Days following the Date actual receipt of Processing thereof)such remittance by the Servicer, all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, funds and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of Servicer. Collections constituting Interest Collections shall be deposited in the Interest Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) Collections constituting Principal Collections shall be deposited in the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Principal Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) aboveAccount. (c) Subject to Notwithstanding Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer applicable Assignment Date, in immediately available funds into the Collection Account, Account all Pledged Revenues Collections received after the applicable Cut-Off Date and through and including the date which is two Business Days days preceding the Closing applicable Assignment Date or Substitution Transfer Date, as the case may be, in respect of Contracts Loans being transferred to the Trust Issuer on such date. Such Collections constituting Interest Collections shall be deposited in the Interest Collection Account, and those constituting Principal Collections shall be deposited in the Principal Collection Account. (d) [Reserved]. (e) Notwithstanding Sections Section 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues a Collection of a Contract Loan in the Contract Loan Pool and such Pledged Revenues were Collection was received by the Servicer in the form of a check which that is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor Trust Deposits or (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (iic) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if if: (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral Reserve Account, each in the name of the Indenture Trustee for the benefit of the Noteholders Noteholders, the Class A-3 Swap Counterparty and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid. (e) All amounts received by the Indenture Trustee pursuant to the Class A-3 Swap Agreement shall be deposited in the Note Distribution Account for the benefit of the Class A-3 Noteholders.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid. (e) All amounts received by the Indenture Trustee pursuant to the Class A-3a Swap Agreement shall be deposited in the Note Distribution Account for the benefit of the Class A-3a Noteholders.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account (the "Collection Account, the Note Distribution Account ") and the Cash Collateral Reserve Account (the "Reserve Account"), each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 "A-1" by Standard & Poor's and either a short-term debt rating of P-1 "P -1 " or a long-term debt rating of at least A2 "A2" by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-then current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues Collections of a Contract in the Contract Pool and such Pledged Revenues Collections were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collections and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral Reserve Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 "A-1" by Standard & Poor's and either a short-term debt rating of P-1 "P-1" or a long-term debt rating of at least A2 "A2" by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account Account, Reserve Fund and the Cash Collateral AccountSpread Fund (each as herein defined), each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder, respectively. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within 30 days after notice of such event 10 Business Days establish a replacement account at a Qualified Institution after notice of such event. In no event shall the Indenture Trustee be responsible for monitoring whether such Eligible Institution shall remain a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than two Business Days following actual receipt of such remittance by the second Business Day following the Date of Processing thereof)Servicer, all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Notwithstanding Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Subsequent Transfer DateDate thereafter, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Cutoff Date and through and including the date which is two Business Days days preceding the Closing Date or Substitution Subsequent Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), the Servicer shall not be required to deposit or cause to be deposited Collections on any Contracts in the Contracts Pool on which (and to the extent that) the Servicer has previously made a Servicer Advance which has not been reimbursed, which amounts the Servicer may retain (as reimbursement of such Servicer Advance). (e) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues a Collection of a Contract in the Contract Pool and such Pledged Revenues were Collection was received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or -77- 78 mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Class A Principal Account, the Class A-2a Funding Account, the Collection Account, the Note Distribution Account and the Cash Collateral Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid. (e) All amounts received by the Indenture Trustee pursuant to the Class A-3 Swap Agreement shall be deposited into the Note Distribution Account for the benefit of the Class A-3 Noteholders. (f) All amounts received by the Indenture Trustee pursuant to the Class A-2 Swap Agreement shall be deposited into the Note Distribution Account for the benefit of the Class A-2a and Class A-2b (but only after the Class A-2a Maturity Date) Noteholders. (g) All proceeds received by the Indenture Trustee from the sale of the Class A-2b Notes shall be deposited into the Class A-2a Funding Account. If additional Class A-2b Notes are issued pursuant to Section 2.14 of the Indenture, the Indenture Trustee shall establish a subaccount of the Class A-2a Funding Account and deposit the proceeds of the sale of the additional Class A-2b Notes into such subaccount.

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account, Certificate Distribution Account and the Cash Collateral AccountReserve Fund, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder, respectively. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer or the Indenture Trustee (as the case may be) shall within 30 days after notice of such event 10 Business Days establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer Institution after notice of all amounts in the current non-qualifying account to the replacement accountsuch event. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof, and in all events not later than two Business Days following actual receipt of such remittance by the Servicer), all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Notwithstanding Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Subsequent Transfer DateDate thereafter, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Cutoff Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Subsequent Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), the Servicer shall not be required to deposit or cause to be deposited Collections on any Contracts in the Contracts Pool on which (and to the extent that) the Servicer has previously made a Servicer Advance which has not been reimbursed, which amounts the Servicer may retain (as reimbursement of such Servicer Advance). (e) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues a Collection of a Contract in the Contract Pool and such Pledged Revenues were Collection was received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral AccountReserve Fund, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder, respectively. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account an Eligible Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer or the Indenture Trustee (as the case may be) shall within 30 days after notice of such event 10 Business Days establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer Institution after notice of all amounts in the current non-qualifying account to the replacement accountsuch event. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof, and in all events not later than five Business Days following actual receipt of such remittance by the Servicer), all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Notwithstanding Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Subsequent Transfer DateDate thereafter, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Cutoff Date and through and including the date which is two Business Days preceding days preceeding the Closing Date or Substitution Subsequent Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), the Servicer shall not be required to deposit or cause to be deposited Collections on any Contracts in the Contracts Pool on which (and to the extent that) the Servicer has previously made a Servicer Advance which has not been reimbursed, which amounts the Servicer may retain (as reimbursement of such Servicer Advance). (e) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues a Collection of a Contract in the Contract Pool and such Pledged Revenues were Collection was received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account (including two sub-accounts, the Interest Collection Account and the Principal Collection Account), the Note Distribution Account and the Cash Collateral AccountReserve Fund, each with and in the name of the Indenture Trustee for the benefit of the Noteholders Securityholders and the Equity CertificateholderSwap Counterparties. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section subsection 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within 30 days after notice of such event ten (10) Business Days establish a replacement account at a Qualified InstitutionInstitution after notice of such event. The Indenture Trustee and the Servicer shall insure that each Qualified Institution maintaining an Eligible Deposit Account agrees in writing to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in such account without the further consent of the Trust Depositor or Issuer. The Trust Depositor and the Issuer agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of the UCC) of collateral comprised of “Investment Property” (within the meaning of the UCC) for all purposes of this Agreement. For all purposes of this Agreement, and effect (or cause to the Indenture Trustee’s “jurisdiction” in respect of matters governed by the UCC shall be effected) a concurrent transfer the State of all amounts in the current non-qualifying account to the replacement accountMinnesota. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second two (2) Business Day Days following the Date actual receipt of Processing thereof)such remittance by the Servicer, all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, funds and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of Servicer. Collections constituting Interest Collections shall be deposited in the Interest Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) Collections constituting Principal Collections shall be deposited in the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Principal Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) aboveAccount. (c) Subject to Section 7.01(b)(iiNotwithstanding subsection 7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer applicable Assignment Date, in immediately available funds into the Collection Account, Account all Pledged Revenues Collections received after the applicable Cut-Off Date and through and including the date which is two Business Days (2) days preceding the Closing applicable Assignment Date or Substitution Transfer Date, as the case may be, in respect of Contracts Loans being transferred to the Trust Issuer on such date. Such Collections constituting Interest Collections shall be deposited in the Interest Collection Account, and those constituting Principal Collections shall be deposited in the Principal Collection Account. (d) [Reserved]. (e) Notwithstanding Sections subsections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues a Collection of a Contract Loan in the Contract Loan Pool and such Pledged Revenues were Collection was received by the Servicer in the form of a check which that is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor Trust or (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (iic) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off Cutoff Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account, the Certificate Distribution Account, the Reserve Fund, the Pre-Funding Account and the Cash Collateral Capitalized Interest Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder, respectively. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account an Eligible Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer or the Indenture Trustee (as the case may be) shall within 30 days after notice of such event 10 Business Days establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer Institution after notice of all amounts in the current non-qualifying account to the replacement accountsuch event. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof, and in all events not later than five Business Days following actual receipt of such remittance by the Servicer), all Pledged Revenues Collections on deposit with the Servicer in the form of available fundsfunds in a Lockbox Account, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Notwithstanding Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Subsequent Transfer DateDate thereafter, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Cutoff Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Subsequent Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), the Servicer shall not be required to deposit or cause to be deposited Collections on any Contracts in the Contract Pool on which (and to the extent that) the Servicer has previously made a Servicer Advance which has not been reimbursed, which amounts the Servicer may retain (as reimbursement of such Servicer Advance). (e) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues a Collection of a Contract in the Contract Pool and such Pledged Revenues were Collection was received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account (the “Collection Account, the Note Distribution Account ”) and the Cash Collateral Reserve Account (the “Reserve Account”), each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (iii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 “A-1” by Standard & Poor's ’s and either a short-term debt rating of P-1 “P -1 “ or a long-term debt rating of at least A2 “A2” by Xxxxx'xXxxxx’x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "“Servicer Letter of Credit"”) under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-then current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues Collections of a Contract in the Contract Pool and such Pledged Revenues Collections were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collections and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral Reserve Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account Account, Reserve Fund and the Cash Collateral AccountSpread Fund (each as herein defined), each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder, respectively. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within 30 days after notice of such event 10 Business Days establish a replacement account at a Qualified Institution after notice of such event. In no event shall the Indenture Trustee be responsible for monitoring whether such Eligible Institution shall remain a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than two Business Days following actual receipt of such remittance by the second Business Day following the Date of Processing thereof)Servicer, all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Notwithstanding Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Subsequent Transfer DateDate thereafter, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Cutoff Date and through and including the date which is two Business Days days preceding the Closing Date or Substitution Subsequent Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account (including two sub-accounts, the Interest Collection Account and the Principal Collection Account), the Note Distribution Account and the Cash Collateral AccountReserve Fund, each with and in the name of the Indenture Trustee for the benefit of the Noteholders Securityholders and the Equity CertificateholderSwap Counterparties. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section subsection 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within 30 days after notice of such event ten (10) Business Days establish a replacement account at a Qualified InstitutionInstitution after notice of such event. The Indenture Trustee and the Servicer shall insure that each Qualified Institution maintaining an Eligible Deposit Account agrees in writing to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in such account without the further consent of the Trust Depositor or Issuer. The Trust Depositor and the Issuer agree and acknowledge that the Indenture Trustee is to have "control" (within the meaning of the UCC) of collateral comprised of "Investment Property" (within the meaning of the UCC) for all purposes of this Agreement. For all purposes of this Agreement, and effect (or cause to the Indenture Trustee's "jurisdiction" in respect of matters governed by the UCC shall be effected) a concurrent transfer the State of all amounts in the current non-qualifying account to the replacement accountMinnesota. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second two (2) Business Day Days following the Date actual receipt of Processing thereof)such remittance by the Servicer, all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, funds and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of Servicer. Collections constituting Interest Collections shall be deposited in the Interest Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) Collections constituting Principal Collections shall be deposited in the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Principal Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) aboveAccount. (c) Subject to Section 7.01(b)(iiNotwithstanding subsection 7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer applicable Assignment Date, in immediately available funds into the Collection Account, Account all Pledged Revenues Collections received after the applicable Cut-Off Date and through and including the date which is two Business Days (2) days preceding the Closing applicable Assignment Date or Substitution Transfer Date, as the case may be, in respect of Contracts Loans being transferred to the Trust Issuer on such date. Such Collections constituting Interest Collections shall be deposited in the Interest Collection Account, and those constituting Principal Collections shall be deposited in the Principal Collection Account. (d) [Reserved]. (e) Notwithstanding Sections subsections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues a Collection of a Contract Loan in the Contract Loan Pool and such Pledged Revenues were Collection was received by the Servicer in the form of a check which that is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral AccountReserve Fund, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with the corporate trust department of the Indenture Trustee or any successor Indenture Trustee; provided that the Indenture Trustee be a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days 10 Business Days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof, and in all events not later than two Business Days following actual receipt of such remittance by the Servicer), all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Notwithstanding Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Subsequent Transfer DateDate thereafter, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Cutoff Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Subsequent Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), the Servicer shall not be required to deposit or cause to be deposited Collections on any Contracts in the Contracts Pool on which (and to the extent that) the Servicer has previously made a Servicer Advance which has not been reimbursed, which amounts the Servicer may retain (as reimbursement of such Servicer Advance). (e) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues a Collection of a Contract in the Contract Contracts Pool and such Pledged Revenues were Collection was received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral AccountReserve Fund, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder, respectively. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account an Eligible Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer or the Indenture Trustee (as the case may be) shall within 30 days after notice of such event 10 Business Days establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer Institution after notice of all amounts in the current non-qualifying account to the replacement accountsuch event. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof, and in all events not later than five Business Days following actual receipt of such remittance by the Servicer), all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Notwithstanding Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Subsequent Transfer DateDate thereafter, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Cutoff Date and through and including the date which is two Business Days days preceding the Closing Date or Substitution Subsequent Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), the Servicer shall not be required to deposit or cause to be deposited Collections on any Contracts in the Contracts Pool on which (and to the extent that) the Servicer has previously made a Servicer Advance which has not been reimbursed, which amounts the Servicer may retain (as reimbursement of such Servicer Advance). (e) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues a Collection of a Contract in the Contract Pool and such Pledged Revenues were Collection was received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid. (e) All amounts received by the Indenture Trustee pursuant to the Class A-4 Swap Agreement shall be deposited in the Note Distribution Account for the benefit of the Class A-4 Noteholders.

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account (including two sub-accounts, the Interest Collection Account and the Principal Collection Account), the Note Distribution Account and the Cash Collateral AccountReserve Fund, each with and in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within 30 days after notice of such event 10 Business Days establish a replacement account at a Qualified Institution after notice of such event. In no event shall the Indenture Trustee be responsible for monitoring whether such Eligible Institution shall remain a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than two Business Days following actual receipt of such remittance by the second Business Day following the Date of Processing thereof)Servicer, all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of Servicer. Collections constituting Interest Collections shall be deposited in the Interest Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) Collections constituting Principal Collections shall be deposited in the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Principal Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) aboveAccount. (c) Subject to Notwithstanding Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Subsequent Transfer DateDate thereafter, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Cutoff Date and through and including the date which is two Business Days days preceding the Closing Date or Substitution Subsequent Transfer Date, as the case may be, in respect of Contracts Loans being transferred to the Trust on such date. Such Collections constituting Interest Collections shall be deposited in the Interest Collection Account, and those constituting Principal Collections shall be deposited in the Principal Collection Account. (d) [Reserved]. (e) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues a Collection of a Contract Loan in the Contract Loan Pool and such Pledged Revenues were Collection was received by the Servicer in the form of a check which that is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account, Certificate Distribution Account and the Cash Collateral AccountReserve Fund, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity CertificateholderCertificateholders, respectively. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account an Eligible Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer or the Indenture Trustee (as the case may be) shall within 30 days after notice of such event 10 Business Days establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer Institution after notice of all amounts in the current non-qualifying account to the replacement accountsuch event. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues Collections on deposit with the Servicer in the form of available fundsfunds in a Lockbox Account, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Notwithstanding Section 7.01(b)(ii7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Subsequent Transfer DateDate thereafter, in immediately available funds into the Collection Account, all Pledged Revenues collections received after the applicable Cut-Off Cutoff Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Subsequent Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b7.01(a) and (cb), if (i) the Servicer makes a shall not be required to deposit into the Collection Account in respect of Pledged Revenues of a Contract or cause to be deposited Collections on any Contracts in the Contract Pool on which (and such Pledged Revenues were received by to the Servicer in the form of a check which is not honored for any reason, or (iiextent that) the Servicer makes has previously mad a mistake with respect to Servicer Advance which has not been reimbursed, which amounts the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount Servicer may retain (as reimbursement of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paidAdvance).

Trust Accounts; Collections. (a) On or before the Closing Date, the Trust Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account (including two sub–accounts, the Interest Collection Account and the Principal Collection Account), the Note Distribution Account and the Cash Collateral AccountReserve Fund, each with and in the name of the Indenture Trustee for the benefit of the Noteholders Securityholders and the Equity CertificateholderSwap Counterparties. The Servicer is and Indenture Trustee are hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section subsection 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within 30 days after notice of such event ten (10) Business Days establish a replacement account at a Qualified InstitutionInstitution after notice of such event. The Indenture Trustee and the Servicer shall insure that each Qualified Institution maintaining an Eligible Deposit Account agrees in writing to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in such account without the further consent of the Trust Depositor or Issuer. The Trust Depositor and the Issuer agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of the UCC) of collateral comprised of “Investment Property” (within the meaning of the UCC) for all purposes of this Agreement. For all purposes of this Agreement, and effect (or cause to the Indenture Trustee’s “jurisdiction” in respect of matters governed by the UCC shall be effected) a concurrent transfer the State of all amounts in the current non-qualifying account to the replacement accountMinnesota. (ib) Subject to subsection 7.01(b)(ii) hereof, the The Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second two (2) Business Day Days following the Date actual receipt of Processing thereof)such remittance by the Servicer, all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, funds and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of Servicer. Collections constituting Interest Collections shall be deposited in the Interest Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) Collections constituting Principal Collections shall be deposited in the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Principal Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) aboveAccount. (c) Subject to Section 7.01(b)(iiNotwithstanding subsection 7.01(b), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer applicable Assignment Date, in immediately available funds into the Collection Account, Account all Pledged Revenues Collections received after the applicable Cut-–Off Date and through and including the date which is two Business Days (2) days preceding the Closing applicable Assignment Date or Substitution Transfer Date, as the case may be, in respect of Contracts Loans being transferred to the Trust Issuer on such date. Such Collections constituting Interest Collections shall be deposited in the Interest Collection Account, and those constituting Principal Collections shall be deposited in the Principal Collection Account. (d) [Reserved]. (e) Notwithstanding Sections subsections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues a Collection of a Contract Loan in the Contract Loan Pool and such Pledged Revenues were Collection was received by the Servicer in the form of a check which that is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account (the “Collection Account, the Note Distribution Account ”) and the Cash Collateral Reserve Account (the “Reserve Account”), each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity CertificateholderCertificateholder and the Swap Counterparty. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues Collections on deposit with the Servicer in the form of available funds, and all Pledged Revenues Collections otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long asif, and only so long asif, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 “A-1” by Standard & Poor's ’s and either a short-term debt rating of P-1 at least “P -1 “ or a long-term debt rating of at least A2 “A2” by Xxxxx'xXxxxx’x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "“Servicer Letter of Credit"”) under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-then current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues Collections received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues Collections of a Contract in the Contract Pool and such Pledged Revenues Collections were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues Collections and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of P-1 or a long-term debt rating of at least A2 by Xxxxx'x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.the

Trust Accounts; Collections. (a) On or before the Closing Date, the Depositor (or the Servicer on its behalf) shall cause the Indenture Trustee to establish the Collection Account, the Note Distribution Account and the Cash Collateral Reserve Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and the Equity Certificateholder. The Servicer is hereby required to ensure that each of the Trust Accounts is established and maintained as a segregated corporate trust account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) ceases to be a Qualified Institution, the Servicer shall within 30 days after notice of such event establish a replacement account at a Qualified Institution, and effect (or cause to be effected) a concurrent transfer of all amounts in the current non-qualifying account to the replacement account. (i) Subject to subsection 7.01(b)(ii) hereof, the Servicer shall deposit or cause to be deposited, without deposit into any intervening account, into the Collection Account as promptly as practical after the Date of Processing (but in any case not later than the second Business Day following the Date of Processing thereof), all Pledged Revenues on deposit with the Servicer in the form of available funds, and all Pledged Revenues otherwise received by the Servicer (and all Investment Earnings from investments of the Collection Account). (ii) Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, (A) the Servicer or the direct or indirect parent of the Servicer shall have and maintain a short-term debt rating of at least A-1 “A-1” by Standard & Poor's ’s and either a short-term debt rating of P-1 “P-1” or a long-term debt rating of at least A2 “A2” by Xxxxx'xXxxxx’x, or (B) the Servicer obtains a letter of credit, surety bond or insurance policy (the "“Servicer Letter of Credit"”) under which demands for payment may be made to secure timely remittance of monthly collections to the Collection Account and the Trustees are provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule and any amendment required to be made to this Agreement in connection therewith will not result in a qualification, reduction or withdrawal of its then-current rating of the Notes, the Servicer may make the deposits to the Collection Account specified in subsection 7.01(b)(i) hereof on a monthly basis, but not later than the Deposit Date following the last day of the Collection Period within which such payments were processed by the Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Collection Account during such Collection Period but for the provisions of this subsection 7.01(b)(ii). In the event that the Servicer is permitted to make remittances of collections to the Collection Account pursuant to Section 7.01(b)(ii)(B) hereof, this Agreement may be modified, to the extent necessary to provide for the Servicer Letter of Credit, without the consent of any Securityholder. The Servicer shall notify the Trustees if the Servicer no longer complies with the requirements set forth in clause (A) or (B) above. (c) Subject to Section 7.01(b)(ii), the Servicer shall deposit or cause to be deposited, on the Closing Date and on each Substitution Transfer Date, in immediately available funds into the Collection Account, all Pledged Revenues received after the applicable Cut-Off Date and through and including the date which is two Business Days preceding the Closing Date or Substitution Transfer Date, as the case may be, in respect of Contracts being transferred to the Trust on such date. (d) Notwithstanding Sections 7.01(b) and (c), if (i) the Servicer makes a deposit into the Collection Account in respect of Pledged Revenues of a Contract in the Contract Pool and such Pledged Revenues were received by the Servicer in the form of a check which is not honored for any reason, or (ii) the Servicer makes a mistake with respect to the amount of any Pledged Revenues and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Pledged Revenues Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.