Common use of Trust Accounts Clause in Contracts

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the Certificateholders from the Distribution Account in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders, the Bond Insurer and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders and the Bond Insurer. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee's Fee for such Payment Date and then shall pay the Derivative Contract Counterparty the Net Derivative Contract Payment Amount, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and the Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the Certificateholders from the Distribution Account in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and the Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the Certificateholders from the Distribution Account in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificate). The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerBondholders, the Note Payment Account as provided in Section 3.01 of this Indenturehereof and the Pre-Funding Account as provided in Section 3.11 hereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account and Pre-Funding Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee Fee for such Payment Date and shall pay the Derivative Contract Counterparties any amounts owed under the Derivative Contracts, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account and the Pre- Funding Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerBond Insurer, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all investments made with such monies including all income or other gain from such investments and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. Bond Insurer.. On each Payment Date, the Indenture Trustee shall distribute all amounts remaining on deposit in the Note Payment Account Account, after payment to the Noteholders Indenture Trustee of the Indenture Trustee Fee, to the Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof)) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In additionthe absence of such direction, such Permitted Investments shall not be purchased at a price in excess of par. The the Indenture Trustee shall have invest the funds in the Payment Account in money market funds as further described in clause (vii) of the definition of Eligible Investments. In no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and event shall the Indenture Trustee is not the obligor under the Permitted Investmenthave any liability for such investments and any losses thereon.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders, the Bond Insurer and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders and the Bond Insurer. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee's Fee for such Payment Date and then shall pay the Derivative Contract Counterparty the Group 1 Net Derivative Contract Payment Amount and Group 2 Net Derivative Contract Payment Amount, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee's Fee for such Payment Date and then shall pay the the Class 1-A Net Derivative Contract Payment Amount, Class M Net Derivative Contract Payment Amount, and Group 3 Net Derivative Contract Payment Amount, in each case excluding any Additional Derivative Contract Counterparty Payment, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerBondholders, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account and all investments made with such monies including all income or other gain from such investments pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and Bondholders. The amount of any losses incurred with respect to any such investments shall be deposited in the Certificate Paying Agent, on behalf of Payment Account by the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing AgreementMaster Servicer. On each Payment Date, the Indenture Trustee shall distribute all amounts remaining on deposit in the Note Payment Account Account, after payment to the Noteholders Indenture Trustee of the Indenture Trustee Fee and payment to the Owner Trustee of the Owner Trustee Fee, to the Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof)) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In additionthe absence of such direction, such Permitted Investments shall not be purchased at a price in excess of par. The the Indenture Trustee shall have no liability whatsoever for investment losses on Permitted invest the funds in the Payment Account in money market funds as further described in clause (vii) of the definition of Eligible Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the The Indenture Trustee to shall establish and maintain, in or cause to be established and maintained, the name Trust Accounts, each of the Indenture Trusteewhich shall be an Eligible Account, for the benefit of the Noteholders Secured Parties. All amounts held in the Trust Accounts (other than any Sinking Fund Account) shall, to the extent permitted by this Indenture and applicable laws, rules and regulations, be invested in Permitted Investments by the Certificate Paying Agent, on behalf depository institution or trust company then maintaining such Account only upon written direction of the CertificateholdersAdministrator to the Indenture Trustee; provided, however, that in the event the Administrator fails to provide such written direction to the Indenture Trustee, and until the Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with Administrator provides such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. On each Payment Datewritten direction, the Indenture Trustee shall distribute all amounts not invest funds on deposit in any Trust Account (other than any Sinking Fund Account). Funds deposited into a Trust Account on a Business Day after 1:30 p.m. New York City time will not be invested until the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the Certificateholders from the Distribution Account in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificatefollowing Business Day. The Indenture Trustee shall invest any funds in the Note Payment Account Investments held in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment DateTrust Accounts (other than any Sinking Fund Account) and shall not be sold or disposed of prior to their maturity (unless a Facility Early Amortization Event has occurred). Earnings on investment of funds in any Trust Account (other than any Sinking Fund Account) shall be remitted by the maturityIndenture Trustee upon the Administrator's request to the account or other location of the Administrator's designation on the first (1st) Business Day of the month following the month in which such earnings on investment of funds is received; provided, that the Indenture Trustee shall be entitled to the benefit of any income or gain in the Trust Accounts (other than any Sinking Fund Account) for the Business Day immediately preceding each Interim Payment Date or Payment Date, as applicable. In additionAny losses and investment expenses relating to any investment of funds in any Trust Account (other than any Sinking Fund Account) shall be for the account of the Administrator, which shall deposit or cause to be deposited the amount of such loss (to the extent not offset by income from other investments of funds in the related Trust Account) in the related Trust Account promptly upon the realization of such loss. The taxpayer identification number associated with each of the Trust Accounts (other than any Sinking Fund Account) shall be that of the Issuer, and the Issuer shall report for federal, state and local income tax purposes their respective portions of the income, if any, earned on funds in the relevant Trust Account (other than any Sinking Fund Account). The Administrator hereby acknowledges that all amounts on deposit in each Trust Account (excluding investment earnings on deposit in the Trust Accounts), other than any Sinking Fund Account, are held in trust by the Indenture Trustee for the benefit of the Secured Parties, subject to any express rights of the Issuer set forth herein, and shall remain at all times during the term of this Indenture under the sole dominion and control of the Indenture Trustee. All amounts held in any Sinking Fund Account shall, to the extent permitted by this Indenture and applicable laws, rules and regulations, be invested in Sinking Fund Permitted Investments by the depository institution or trust company then maintaining such Sinking Fund Account only upon written direction of the Administrator to the Indenture Trustee; provided, however, that in the event the Administrator fails to provide such written direction to the Indenture Trustee, and until the Administrator provides such written direction, the Indenture Trustee shall not invest funds on deposit in any Sinking Fund Account. Funds deposited into a Sinking Fund Account on a Business Day after 1:30 p.m. New York City time will not be invested until the following Business Day. Investments held in Sinking Fund Permitted Investments in any Sinking Fund Account shall not be purchased sold or disposed of prior to their maturity (unless a Facility Early Amortization Event has occurred). Earnings on investment of funds in any Sinking Fund Account shall be remitted by the Indenture Trustee upon the Administrator's request to the account or other location of the Administrator's designation on the first (1st) Business Day of the month following the month in which such earnings on investment of funds is received; provided, that the Indenture Trustee shall be entitled to the benefit of any income or gain in the Sinking Fund Accounts for the Business Day immediately preceding each Interim Payment Date or Payment Date, as applicable. Any losses and investment expenses relating to any investment of funds in any Sinking Fund Account shall be for the account of the Administrator, which shall deposit or cause to be deposited the amount of such loss (to the extent not offset by income from other investments of funds in the related Sinking Fund Account) in the related Sinking Fund Account promptly upon the realization of such loss. The taxpayer identification number associated with each of the Sinking Fund Accounts shall be that of the Issuer, and the Issuer shall report for federal, state and local income tax purposes their respective portions of the income, if any, earned on funds in the relevant Sinking Fund Account. The Administrator hereby acknowledges that all amounts on deposit in each Sinking Fund Account (excluding investment earnings on deposit in the Sinking Fund Accounts) are held in trust by the Indenture Trustee for the benefit of the Noteholders, subject to any express rights of the Issuer set forth herein, and shall remain at a price in excess all times during the term of parthis Indenture under the sole dominion and control of the Indenture Trustee. So long as the Indenture Trustee complies with the provisions of this Section 4.1, the Indenture Trustee shall not be liable for the selection of investments or for investment losses incurred thereon by reason of investment performance, liquidation prior to stated maturity or otherwise. The Indenture Trustee shall have no liability whatsoever for in respect of losses incurred as a result of the liquidation of any investment losses on Permitted Investmentsprior to its stated maturity or the failure to be provided with timely written investment direction. In order to comply with laws, if such investments are made rules, regulations and executive orders in accordance with effect from time to time applicable to banking institutions, including those relating to the provisions funding of this Indenture terrorist activities and money laundering (“Applicable Law”), the Indenture Trustee is not required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the obligor Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture Trustee to comply with Applicable Law. All parties to this Indenture agree, and each Noteholder of each Series by its acceptance of the related Note will be deemed to have agreed, that such Noteholder shall have no claim or interest in the amounts on deposit in any Trust Account created under this Indenture or any related Indenture Supplement related to an unrelated Series except as expressly provided herein or therein. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be for the Indenture Trustee's economic self-interest for (a) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted InvestmentInvestments and Sinking Fund Permitted Investments, (b) using Affiliates to effect transactions in certain Permitted Investments and Sinking Fund Permitted Investments and (c) effecting transactions in certain Permitted Investments and Sinking Fund Permitted Investments. Such compensation is not payable or reimbursable under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerBondholders, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee Fee for such Payment Date and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee's Fee for such Payment Date and then shall pay the Derivative Contract Counterparties any amounts owed under the Derivative Contracts, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerBond Insurer, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders and the Bond Insurer. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee Fee for such Payment Date and shall pay the Derivative Contract Counterparties any amounts owed under the Derivative Contracts, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerBondholders, the Note Payment Account as provided in Section 3.01 of this Indenturehereof and the Pre-Funding Account as provided in Section 3.11 hereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account and Pre-Funding Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee Fee for such Payment Date and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account and the Pre- Funding Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the Certificateholders from the Distribution Account in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted InvestmentIndenture.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the Certificateholders from the Distribution Account in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerNoteholders, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Noteholders. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Indenture Trustee. (c) On each Payment Date, the Indenture Trustee shall be entitled to withdraw from the Payment Account the following amounts: (i) to pay to the Indenture Trustee the Indenture Trustee Fee with respect to such Payment Date and all other amounts reimbursable by the Issuer or from the Payment Account to the Indenture Trustee pursuant to any provision of any Basic Document, and (ii) the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). In addition, the Indenture Trustee shall pay from its own funds, without any right of reimbursement therefor from the Issuer or the Payment Account, all Owner Trustee Fees and the fees payable to the Custodian pursuant to the Custodial Agreement. (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall may invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing by the Servicer Eligible Investments, maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall distribute all pay itself from amounts on deposit in the Note Payment Account for such Payment Date and then shall pay the Derivative Contract Counterparty the Net Derivative Contract Payment Amount, excluding any Additional Derivative Contract Counterparty Payment, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In additionFrom the Business Day prior to the Payment Date until disbursed, such Permitted Investments funds shall not be purchased at a price in excess held uninvested and any income, gain or other benefit with respect thereto shall be for the benefit of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted InvestmentTrustee.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and the Credit Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders Noteholders, the Credit Enhancer and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer Indenture Trustee as provided in Section 5.01 of the Servicing Agreement. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the Certificateholders from the Distribution Account in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificate. The Indenture Trustee shall may invest any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee's Fee for such Payment Date and then shall pay the Derivative Contract Counterparty the Senior Net Derivative Contract Payment Amount and Subordinate Net Derivative Contract Payment Amount, in each case excluding any Additional Derivative Contract Counterparty Payment, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee's Fee for such Payment Date and then shall pay the Derivative Contract Counterparty the Class 1-A-1 Net Derivative Contract Payment Amount and Group 1 Net Derivative Contract Payment Amount, in each case excluding any Additional Derivative Contract Counterparty Payment, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders, the Bond Insurer and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders and the Bond Insurer. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall receive a fee for such Payment Date and then shall pay the Derivative Contract Counterparty the Group 1 Net Derivative Fee, Group 2 Net Derivative Fee, Group 3 Net Derivative Fee and Group 4 Net Derivative Fee, in each case excluding any Additional Derivative Contract Counterparty Payment, and then shall pay the Owner Trustee the Owner Trustee's Fee, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to and the Servicing Agreement Certificate Distribution Account and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders and the Certificateholders. The funds in the Certificate Paying Agent, on behalf of the Certificateholders, Distribution Account and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. Payment Account shall be held uninvested. (c) On each Payment Date, the Indenture Trustee as Paying Agent, in accordance with the statement for such Payment Date provided by the Securities Administrator pursuant to Section 7.05, shall be entitled to withdraw from the Payment Account the all amounts reimbursable by the Issuer or from the Payment Account to the Indenture Trustee, the Grantor Trustee or the Securities Administrator pursuant to any provision of any Basic Document, and shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall not be obligated to invest (or otherwise pay interest on) any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted InvestmentAccount.

Trust Accounts. (a) On or prior to the Closing Date, --------------- the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders, the Bond Insurer and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders and the Bond Insurer. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee's Fee for such Payment Date and then shall pay the Derivative Contract Counterparty the Group 1 Net Derivative Contract Payment Amount, Group 2 Net Derivative Contract Payment Amount and Group 3 Net Derivative Contract Payment Amount, in each case excluding any Additional Derivative Contract Counterparty Payment, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee's Fee for such Payment Date and then shall pay the Derivative Counterparty the Net Derivative Fee, excluding any Additional Derivative Counterparty Payment, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerBond Insurer, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all investments made with such monies including all income or other gain from such investments and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing AgreementBond Insurer. On each Payment Date, the Indenture Trustee shall distribute all amounts remaining on deposit in the Note Payment Account Account, after payment to the Noteholders Indenture Trustee of the Indenture Trustee Fee, to the Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof)) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In additionthe absence of such direction, such Permitted Investments shall not be purchased at a price in excess of par. The the Indenture Trustee shall have invest the funds in the Payment Account in money market funds as further described in clause (vii) of the definition of Eligible Investments. In no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and event shall the Indenture Trustee is not the obligor under the Permitted Investmenthave any liability for such investments and any losses thereon.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee's Fee for such Payment Date and then shall pay the Derivative Contract Counterparty the Net Derivative Contract Payment Amount, excluding any Additional Derivative Contract Counterparty Payment, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to their maturity. (e) In order to comply with its duties under the maturity. In additionU.S. Patriot Act, such Permitted Investments shall not be purchased at a price in excess of par. The the Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investmentsobtain and verify certain information and documentation from the owners of the accounts that it establishes pursuant to this Indenture, if such investments are made in accordance with the provisions of this Indenture including, but not limited to, each account owner's name, address, and the Indenture Trustee is not the obligor under the Permitted Investmentother identifying information.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerBond Insurer, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders and the Bond Insurer. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Indenture Trustee. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing AgreementIndenture Trustee. On each Payment Date, the Indenture Trustee shall distribute all amounts remaining on deposit in the Note Payment Account Account, after payment to the Noteholders Indenture Trustee of the Indenture Trustee Fee, to the Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof)) and in accordance with the Servicing Certificate. The Indenture Trustee shall may at its option invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing by the Servicer Eligible Investments, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment provided that, if a Permitted Investment is an obligation of the Indenture Trustee or is in the institution with a money market fund for which the Note Payment Account Indenture Trustee or an Affiliate thereof is maintained the manager or advisor, such Permitted Investment may mature on no later than such Payment Date) and such Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerBondholders, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee Fee for such Payment Date and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. . (e) The Indenture Trustee shall have no liability whatsoever or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee's economic self-interest for (i) serving as investment losses on Permitted adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, if such investments are made (ii) using Affiliates to effect transactions in accordance with the provisions of this Indenture certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensatxxx xxxxl not be considered an amount that is reimbursable or payable to the Indenture Trustee is not (i) as part of the obligor under the Permitted InvestmentIndenture Trustee Fee, (ii) pursuant to Sections 3.05(d), 5.04(b), 6.07 or 8.02(c) hereunder or (iii) out of Available Funds.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the The Indenture Trustee to shall establish and maintain, in or cause to be established and maintained, the name Trust Accounts, each of the Indenture Trusteewhich shall be an Eligible Account, for the benefit of the Noteholders Secured Parties. All amounts held in the Trust Accounts (other than any Sinking Fund Account) shall, to the extent permitted by this Indenture and applicable laws, rules and regulations, be invested in Permitted Investments by the Certificate Paying Agent, on behalf depository institution or trust company then maintaining such Account only upon written direction of the CertificateholdersAdministrator to the Indenture Trustee; provided, however, that in the event the Administrator fails to provide such written direction to the Indenture Trustee, and until the Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with Administrator provides such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. On each Payment Datewritten direction, the Indenture Trustee shall distribute all amounts not invest funds on deposit in any Trust Account (other than any Sinking Fund Account). Funds deposited into a Trust Account on a Business Day after 1:30 p.m. New York City time will not be invested until the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the Certificateholders from the Distribution Account in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificatefollowing Business Day. The Indenture Trustee shall invest any funds in the Note Payment Account Investments held in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment DateTrust Accounts (other than any Sinking Fund Account) and shall not be sold or disposed of prior to their maturity (unless a Facility Early Amortization Event has occurred). Earnings on investment of funds in any Trust Account (other than any Sinking Fund Account) shall be remitted by the maturityIndenture Trustee upon the Administrator’s request to the account or other location of the Administrator’s designation on the first (1st) Business Day of the month following the month in which such earnings on investment of funds is received; provided, that the Indenture Trustee shall be entitled to the benefit of any income or gain in the Trust Accounts (other than any Sinking Fund Account) for the Business Day immediately preceding each Interim Payment Date or Payment Date, as applicable. In additionAny losses and investment expenses relating to any investment of funds in any Trust Account (other than any Sinking Fund Account) shall be for the account of the Administrator, which shall deposit or cause to be deposited the amount of such loss (to the extent not offset by income from other investments of funds in the related Trust Account) in the related Trust Account promptly upon the realization of such loss. The taxpayer identification number associated with each of the Trust Accounts (other than any Sinking Fund Account) shall be that of the Issuer, and the Issuer shall report for federal, state and local income tax purposes their respective portions of the income, if any, earned on funds in the relevant Trust Account (other than any Sinking Fund Account). The Administrator hereby acknowledges that all amounts on deposit in each Trust Account (excluding investment earnings on deposit in the Trust Accounts), other than any Sinking Fund Account, are held in trust by the Indenture Trustee for the benefit of the Secured Parties, subject to any express rights of the Issuer set forth herein, and shall remain at all times during the term of this Indenture under the sole dominion and control of the Indenture Trustee. All amounts held in any Sinking Fund Account shall, to the extent permitted by this Indenture and applicable laws, rules and regulations, be invested in Sinking Fund Permitted Investments by the depository institution or trust company then maintaining such Sinking Fund Account only upon written direction of the Administrator to the Indenture Trustee; provided, however, that in the event the Administrator fails to provide such written direction to the Indenture Trustee, and until the Administrator provides such written direction, the Indenture Trustee shall not invest funds on deposit in any Sinking Fund Account. Funds deposited into a Sinking Fund Account on a Business Day after 1:30 p.m. New York City time will not be invested until the following Business Day. Investments held in Sinking Fund Permitted Investments in any Sinking Fund Account shall not be purchased sold or disposed of prior to their maturity (unless a Facility Early Amortization Event has occurred). Earnings on investment of funds in any Sinking Fund Account shall be remitted by the Indenture Trustee upon the Administrator’s request to the account or other location of the Administrator’s designation on the first (1st) Business Day of the month following the month in which such earnings on investment of funds is received; provided, that the Indenture Trustee shall be entitled to the benefit of any income or gain in the Sinking Fund Accounts for the Business Day immediately preceding each Interim Payment Date or Payment Date, as applicable. Any losses and investment expenses relating to any investment of funds in any Sinking Fund Account shall be for the account of the Administrator, which shall deposit or cause to be deposited the amount of such loss (to the extent not offset by income from other investments of funds in the related Sinking Fund Account) in the related Sinking Fund Account promptly upon the realization of such loss. The taxpayer identification number associated with each of the Sinking Fund Accounts shall be that of the Issuer, and the Issuer shall report for federal, state and local income tax purposes their respective portions of the income, if any, earned on funds in the relevant Sinking Fund Account. The Administrator hereby acknowledges that all amounts on deposit in each Sinking Fund Account (excluding investment earnings on deposit in the Sinking Fund Accounts) are held in trust by the Indenture Trustee for the benefit of the Noteholders, subject to any express rights of the Issuer set forth herein, and shall remain at a price in excess all times during the term of parthis Indenture under the sole dominion and control of the Indenture Trustee. So long as the Indenture Trustee complies with the provisions of this Section 4.1, the Indenture Trustee shall not be liable for the selection of investments or for investment losses incurred thereon by reason of investment performance, liquidation prior to stated maturity or otherwise. The Indenture Trustee shall have no liability whatsoever for in respect of losses incurred as a result of the liquidation of any investment losses on Permitted Investmentsprior to its stated maturity or the failure to be provided with timely written investment direction. In order to comply with laws, if such investments are made rules, regulations and executive orders in accordance with effect from time to time applicable to banking institutions, including those relating to the provisions funding of this Indenture terrorist activities and money laundering (“Applicable Law”), the Indenture Trustee is not required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the obligor Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture Trustee to comply with Applicable Law. All parties to this Indenture agree, and each Noteholder of each Series by its acceptance of the related Note will be deemed to have agreed, that such Noteholder shall have no claim or interest in the amounts on deposit in any Trust Account created under this Indenture or any related Indenture Supplement related to an unrelated Series except as expressly provided herein or therein. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be for the Indenture Trustee’s economic self-interest for (a) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted InvestmentInvestments and Sinking Fund Permitted Investments, (b) using Affiliates to effect transactions in certain Permitted Investments and Sinking Fund Permitted Investments and (c) effecting transactions in certain Permitted Investments and Sinking Fund Permitted Investments. Such compensation is not payable or reimbursable under this Indenture. The Indenture Trustee is hereby directed to enter into any Closing Agreement and any Assignment and Recognition Agreement executed by the Administrative Agent.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders, the Bond Insurer and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparties, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders and the Bond Insurer. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall distribute all pay out of Available Funds the following: (i) income earned on retention of amounts on deposit in the Note Payment Account for such Payment Date to itself and any other amounts payable to it hereunder, (ii) the Policy Premium Fee to the Bond Insurer, (iii) the Basis Risk Net Derivative Fee and Class A-2 Derivative Fee, as applicable, to the related Derivative Contract Counterparty, in each case excluding any Additional Derivative Contract Counterparty Payment, and (iv) the Owner Trustee the Owner Trustee’s Fee. The Indenture Trustee shall then distribute all remaining amounts on deposit in the Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In additionFrom the Business Day prior to the Payment Date until distributed, such Permitted Investments funds shall not be purchased at a price in excess held uninvested and any income, gain or other benefit with respect thereto shall be for the benefit of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted InvestmentTrustee.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerNoteholders, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) hereof. All monies deposited from time to time in the Note Payment Account and all investments made with such monies including all income or other gain from such investments pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and Indenture Trustee. The amount of any losses incurred with respect to any such investments shall be deposited in the Certificate Paying Agent, on behalf of Payment Account by the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing AgreementIndenture Trustee. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Payment Account Account, after payment to the Indenture Trustee of the Indenture Trustee Fee and, to the extent not paid by the Master Servicer pursuant to a separate side letter with the Owner Trustee, the Owner Trustee Fee, to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof)) and . On each Payment Date, the Indenture Trustee shall pay itself all income or other gain from investments in accordance with the Servicing CertificatePayment Account. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In additionthe absence of such direction, such Permitted Investments shall not be purchased at a price in excess of par. The the Indenture Trustee shall have no liability whatsoever for investment losses on Permitted invest the funds in the Payment Account in money market funds as further described in clause (vii) of the definition of Eligible Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Noteholders, the Insurer and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to and the Servicing Agreement Certificate Distribution Account and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders and the Certificateholders. The funds in the Certificate Paying Agent, on behalf of the Certificateholders, Distribution Account and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. Payment Account shall be held uninvested. (c) On each Payment Date, the Indenture Trustee as Paying Agent, in accordance with the statement for such Payment Date provided by the Securities Administrator pursuant to Section 7.05, shall distribute be entitled to withdraw from the Payment Account the all amounts reimbursable by the Issuer or from the Payment Account to the Indenture Trustee, the Grantor Trustee or the Securities Administrator pursuant to any provision of any Basic Document, and shall pay all remaining amounts on deposit in the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 3.05, 3.06 and 3.07 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall not be obligated to invest (or otherwise pay interest on) any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted InvestmentAccount.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerBondholders, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing AgreementMaster Servicer. On each Payment Date, the Indenture Trustee shall distribute all amounts remaining on deposit in the Note Payment Account Account, after payment to the Noteholders Indenture Trustee of the Indenture Trustee Fee, to the Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof)) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture The Owner Trustee, for the benefit of the Noteholders Certificateholders, has established and shall maintain the Certificate Paying Agent, on behalf Distribution Account in the name of the Trust for the benefit of the Certificateholders, . The Certificate Distribution Account shall be an Eligible Account and initially was and is a segregated trust account established with the Enhancer, Owner Trustee and maintained with the Note Payment Account as provided in Section 3.01 of this IndentureOwner Trustee. (b) All monies deposited The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Payment Certificate Distribution Account pursuant to the Servicing Agreement and in all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and proceeds thereof. If, at any time, the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. On each Payment DateDistribution Account ceases to be an Eligible Account, the Indenture Owner Trustee shall distribute all within 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Certificate Distribution Account as an Eligible Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (c) All amounts on deposit held in the Note Payment Certificate Distribution Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agentshall, to the Certificateholders from extent permitted by applicable laws, rules and regulations, be invested, by the Owner Trustee, in Eligible Investments that mature not later than one Business Day prior to the Distribution Account Date for the Monthly Period to which such amounts relate. Investments in Eligible Investments shall be made in the order name of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) the Trust, and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and investments shall not be sold or disposed of prior to the their maturity. In additionAny investment of funds in the Trust Accounts shall be made in Eligible Investments held by a 1. All interest, such Permitted Investments dividends, gains upon sale and other income from, or earnings on investment of funds in the Certificate Distribution Account shall not be purchased at a price in excess distributed on the next Distribution Date pursuant to Section 4.6 of parthe Sale and Servicing Agreement. The Indenture Trustee Servicer shall have no liability whatsoever for investment losses deposit in the Certificate Distribution Account an amount equal to any net loss on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investmentimmediately as realized.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall distribute all pay itself from amounts on deposit in the Note Payment Account the Indenture Trustee's Fee for such Payment Date and any other amounts payable to it hereunder and then shall pay the Derivative Counterparty the Net Derivative Fee, excluding any Additional Derivative Counterparty Payment, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In additionFrom the Business Day prior to the Payment Date until disbursed, such Permitted Investments funds shall not be purchased at a price in excess held uninvested and any income, gain or other benefit with respect thereto shall be for the benefit of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted InvestmentTrustee.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerDerivative Contract Counterparty, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Noteholders Bondholders. Any loss on any investment made by the Indenture Trustee with funds in the Payment Account shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in the Payment Account and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, Distribution Account including all income or other gain from such investments, are investments shall be for the benefit of and the Servicer as provided in Section 5.01 risk of the Servicing Agreement. Master Servicer. (c) On each Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee's Fee for such Payment Date and then shall pay the Derivative Contract Counterparty the Net Derivative Contract Payment Amount, excluding any Additional Derivative Contract Counterparty Payment, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (d) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account Account, but only in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Master Servicer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and the EnhancerBond Insurer, the Note Payment Account as provided in Section 3.01 of this Indenturehereof. (b) All monies deposited from time to time in the Note Payment Account and all investments made with such monies including all income or other gain from such investments pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders Bondholders and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing AgreementBond Insurer. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Payment Account to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof)) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing Eligible Investments, as directed by the Servicer Issuer, maturing no later than the Business Day preceding the next succeeding each Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on and such Payment Date) and Eligible Investments shall not be sold or disposed of prior to the their maturity. In additionthe absence of such direction, such Permitted Investments shall not be purchased at a price in excess of par. The the Indenture Trustee shall have no liability whatsoever for investment losses on Permitted invest the funds in the Payment Account in money market funds as further described in clause (vii) of the definition of Eligible Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and the Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the Certificateholders from the Distribution Account in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificate). The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause each of the Indenture Trustee and the Bond Administrator on behalf of the Indenture Trustee, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the Certificate Paying AgentBond Insurer, on behalf of the Certificateholders, and the Enhancer, the Note a Payment Account as provided in Section 3.01 of this Indenture. (b) hereof. All monies deposited from time to time in the Note Payment Account (other than investments made with such monies including all income or other gain from such investments pursuant to the Servicing Agreement this Indenture), including assumption fees and prepayment penalties, and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders Bondholders and the Certificate Paying AgentBond Insurer. By noon on the Business Day prior to each Payment Date, on behalf of the Certificateholders, and all investments made Bond Administrator shall remit funds in the Payment Account established by it to the Indenture Trustee in accordance with such monies, including all income or other gain from such investments, are for the benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement3.01. On each Payment Date, the Indenture Trustee Trustee, shall distribute all amounts on deposit in the Note Payment Account established by it to the Noteholders Bondholders in respect of the Notes and, in its capacity as Certificate Paying Agent, Bonds and to the Certificateholders from the Distribution Account such other persons in the order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof)) and in accordance with . Each of the Servicing Certificate. The Indenture Trustee shall and the Bond Administrator may invest any funds in the Note Payment Account (other than the proceeds of the Bond Insurance Policy) established by it in Permitted Investments selected Eligible Investments, in writing by the Servicer its discretion, maturing no later than the Business Day preceding the next succeeding each Payment Date (except provided, however, that any investment in with respect to Eligible Investments that consist of obligations of the institution with which the Note Payment Account is maintained Indenture Trustee or their respective affiliates, such Eligible Investments may mature on such the related Payment Date) and in the case of the Bond Administrator, no later than the Business Day preceding each Payment Date. Such Eligible Investments shall not be sold or disposed of prior to the their maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if All income or other gain from such investments are made in accordance with may be released from the provisions of this Indenture Payment Account and paid to the Indenture Trustee is not or the obligor under the Permitted InvestmentBond Administrator, as applicable, from time to time as part of its compensation for acting as Indenture Trustee and Bond Administrator, respectively.