Common use of Establishment of Collection Account; Certain Allocations Clause in Contracts

Establishment of Collection Account; Certain Allocations. (a) The Trustee, for the benefit of the Holders, as their interests appear in this Agreement, shall cause to be established and maintained in the name of the Trust with an Eligible Institution or with the corporate trust department of the Trustee or an Eligible Institution or an affiliate of the Trustee or an Eligible Institution, a segregated trust account (the "Collection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Schedule 2, which is hereby incorporated into and made a part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the institution with which such account has been established. The Collection Account shall be divided into individual subaccounts for each Outstanding Series (each, respectively, a "Series Collection Subaccount" and, collectively, the "Series Collection Subaccounts") and for the Company (the "Company Collection Subaccount"). For administrative purposes only, the Trustee shall establish or cause to be established for each Series, so long as such Series is an Outstanding Series, sub-subaccounts of the Series Collection Subaccounts with respect to such Series (respectively, the "Series Principal Collection Sub-subaccount" and "Series Non-Principal Collection Sub-subaccount" and, collectively, the "Series Collection Sub-subaccounts"). (b) Authority of the Trustee in Respect of the Collection Account. (i) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Holders. If, at any time, the Servicer has actual notice or knowledge that any institution holding the Collection Account has ceased to be an Eligible Institution, the Servicer shall direct the Trustee to establish within 30 days a substitute account therefor with an Eligible Institution, transfer any cash Pooling Agreement and/or any Eligible Investments to such new account and from the date any such substitute accounts are established, such account shall be the Collection Account. Neither the Company, the Servicer, nor any person or entity claiming by, through or under the Company, or the Servicer, shall have any right, title or interest in, except to the extent expressly provided under the Transaction Documents, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in subsection 2.02(a) of the Servicing Agreement, the Servicer shall have the power to instruct the Trustee in writing to make withdrawals from and payments to the Collection Account for the purposes of carrying out the Servicer's or Trustee's duties hereunder. (ii) The Servicer agrees to give written direction (which may be included within any Daily Report) in a timely manner to the Trustee to apply all Collections with respect to the Receivables and to make all other applications, allocations and distributions described in Article III and in the Supplement with respect to each Outstanding Series. (iii) Each Series of Investor Certificates shall represent Fractional Undivided Interests as indicated in the Supplement relating to such Series and the right to receive Collections and other amounts at the times and in the amounts specified in this Article III (as supplemented by the Supplement related to such Series) to be deposited in the Collection Account and any other accounts maintained for the benefit of the Investor Certificateholders or paid to the Investor Certificateholders (with respect to each outstanding Series, the "Investor Certificateholders' Interest"). The Exchangeable Company Interest shall represent the interest in the Trust not represented by any Series of Investor Certificates or Subordinated Company Interest then outstanding, including the right to receive Collections and other amounts at the times and in the amounts specified in this Article III to be paid to the Company (the "Exchangeable Company Interest"), and each Subordinated Company Interest, if any, shall represent the interests granted to such Subordinated Company Interest pursuant to the related Supplement; provided, however, that no such Exchangeable Company Interest or Subordinated Company Interest shall represent any interest in any Trust Account or any other accounts maintained for the benefit of the Investor Pooling Agreement Certificateholders, except as specifically provided in this Article III.

Establishment of Collection Account; Certain Allocations. (a) The TrusteeServicer, for the benefit of the Holders, Holders as their interests appear in this Agreement, shall cause to be established and maintained in the name of the Trust Company with an Eligible Institution or with the corporate trust department of the Trustee or an Eligible Institution or an affiliate of the Trustee or an Eligible InstitutionTrustee, a segregated trust account (the "Collection AccountCOLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Schedule 2, which is hereby incorporated into and made a part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the institution with which such account has been established. The Collection Account shall be divided into individual subaccounts for each Outstanding Series (each, respectively, a "Series Collection SubaccountSERIES COLLECTION SUBACCOUNT" and, collectively, the "Series Collection SubaccountsSERIES COLLECTION SUBACCOUNTS") and for the Company (the "Company Collection Subaccount"). For administrative purposes only, the Trustee shall establish or cause to be established for each Series, so long as such Series is an Outstanding Series, sub-subaccounts of the Series Collection Subaccounts with respect to such Series (respectively, the "Series Principal Collection Sub-subaccount" and "Series Non-Principal Collection Sub-subaccount" and, collectively, the "Series Collection Sub-subaccountsCOMPANY COLLECTION SUBACCOUNT"). (b) Authority of the Trustee in Respect of the Collection AccountAUTHORITY OF THE TRUSTEE IN RESPECT OF THE COLLECTION ACCOUNT AND HOLDERS INTERESTS THEREIN. (i) The Trustee Trustee, on behalf of the Holders, shall possess all right, title and interest in all funds on deposit from time have the right to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the take sole dominion and control of the Trustee for Collection Account, including the benefit Series Collection Subaccounts and any investment subaccount thereof, and all funds and other property from time to time on deposit therein or credited thereto, pursuant to the terms of the Holdersa Lockbox Agreement. If, at any time, the Servicer has actual notice or knowledge that any institution holding the Collection Account is other than the corporate trust department of the Trustee or an affiliate of the Trustee, or that the institution holding the Collection Account has ceased to be an Eligible Institution, the Servicer shall direct shall, with the Trustee to consent of the Trustee, establish within 30 days a substitute account therefor with an Eligible Institution, transfer any cash Pooling Agreement and/or any Eligible Investments instruments to such new account and from the date any such substitute accounts are established, such account shall be the Collection Account, provided that such new account shall be first become subject to a Lockbox Agreement. Neither the Company, Company nor the Servicer, nor any person or entity claiming by, through or under the Company, Company or the Servicer, shall have any right, right title or interest in, except to the extent expressly provided under the Transaction Documents, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in subsection 2.02(aSection 2.2(a) of the Servicing Agreement, the Servicer shall have the power to instruct power, revocable by the Trustee in writing for cause, to make withdrawals from and payments to the Collection Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder.. The Trustee shall not be responsible for funds that are not on deposit with the Trustee. 56 (ii) The Servicer agrees to give written direction (which may be included within any Daily Report) in a timely manner to the Trustee to apply all Collections with respect to the Receivables and to make all other applications, allocations and distributions described in Article III and in the Supplement with respect to each Outstanding Series. (iii) Each Series of Investor Certificates shall represent a Fractional Undivided Interests Interest in the Trust as indicated in the Supplement (including any Enhancement applicable to such Series as specified in the related Supplement) relating to such Series and the right to receive Collections and other amounts at the times and in the amounts specified in this Article III (as supplemented by the Supplement related to such Series) to be deposited in the Collection Account and any other accounts maintained for the benefit of the Investor Certificateholders or paid to the Investor Certificateholders (with respect to each all outstanding Series, the "Investor CertificateholdersCERTIFICATEHOLDERS' InterestINTEREST"). The "Exchangeable Company Interest Interest" shall represent be the interest in the Trust not represented by any Series of Investor Certificates then outstanding or Series Subordinated Company Interest Interests then outstandingin existence, including the right to receive Collections and other amounts at the times and in the amounts specified in this Article III to be paid to the Company (the "Exchangeable Company InterestCOMPANY INTEREST"), and each Series Subordinated Company Interest, if any, shall represent be the interests granted to interest specified as such Subordinated Company Interest pursuant to the related Supplement; providedPROVIDED, howeverHOWEVER, that no such Exchangeable Company Interest or Series Subordinated Company Interest shall represent include any interest in any Trust Account or any other accounts maintained for the benefit of the Investor Pooling Agreement Certificateholders, except as specifically provided in this Article III.

Establishment of Collection Account; Certain Allocations. (a) The Trustee, for the benefit of the Holders, as their interests appear in this Agreement, shall cause to be established and maintained in the name of the Trust with an Eligible Institution or with the corporate trust department of the Trustee or an Eligible Institution or an affiliate of the Trustee or an Eligible Institution, a segregated trust account (the "Collection Amended and Restated Pooling Agreement 70 Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Schedule 2, which is hereby incorporated into and made a part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the institution with which such account has been established. The Collection Account shall be divided into individual subaccounts for each Outstanding Series (each, respectively, a "Series Collection Subaccount" and, collectively, the "Series Collection Subaccounts") and for the Company (the "Company Collection Subaccount"). For administrative purposes only, the Trustee shall establish or cause to be established for each Series, so long as such Series is an Outstanding Series, sub-subaccounts of the Series Collection Subaccounts with respect to such Series (respectively, the "Series Principal Collection Sub-subaccount" and "Series Non-Principal Collection Sub-subaccount" and, collectively, the "Series Collection Sub-subaccounts"). (b) Authority of the Trustee in Respect of the Collection Account. (i) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Holders. If, at any time, the Master Servicer or any Servicer has actual notice or knowledge that any institution holding the Collection Account has ceased to be an Eligible Institution, any such Servicer shall immediately notify the Master Servicer and the Master Servicer shall direct the Trustee to establish within 30 days a substitute account therefor with an Eligible Institution, transfer any cash Pooling Agreement and/or any Eligible Investments to such new account and from the date any such substitute accounts are established, such account shall be the Collection Account. Neither the Company, the Master Servicer nor any Servicer, nor any person or entity claiming by, through or under the Company, the Master Servicer or the any Servicer, shall have any right, title or interest in, except to the extent expressly Amended and Restated Pooling Agreement 71 provided under the Transaction Documents, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer Servicers in subsection 2.02(a) of the Servicing Agreement, the each Servicer shall have the power to instruct the Trustee in writing to make withdrawals from and payments to the Collection Account for the purposes of carrying out the Master Servicer's 's, the Servicers' or Trustee's duties hereunder. (ii) The Master Servicer agrees to give written direction (which may be included within any Daily Report) in a timely manner to the Trustee to apply all Collections with respect to the Receivables and to make all other applications, allocations and distributions described in Article III and in the Supplement with respect to each Outstanding Series. (iii) Each Series of Investor Certificates shall represent Fractional Undivided Interests as indicated in the Supplement relating to such Series and the right to receive Collections and other amounts at the times and in the amounts specified in this Article III (as supplemented by the Supplement related to such Series) to be deposited in the Collection Account and any other accounts maintained for the benefit of the Investor Certificateholders or paid to the Investor Certificateholders (with respect to each outstanding Series, the "Investor Certificateholders' Interest"). The Exchangeable Company Interest shall represent the interest in the Trust not represented by any Series of Investor Certificates or Subordinated Company Interest then outstanding, including the right to receive Collections and other amounts at the times and in the amounts specified in this Article III to be paid to the Company (the "Exchangeable Company Interest"), and each Subordinated Company Interest, if any, shall represent the interests granted to such Subordinated Company Interest pursuant to the related Supplement; provided, however, that no such Exchangeable Company Interest or Subordinated Company Interest shall represent any interest in any Trust Account or and any other accounts maintained for the benefit of the Investor Amended and Restated Pooling Agreement 72 Certificateholders, except as specifically provided in this Article III.

Establishment of Collection Account; Certain Allocations. (a) The Trustee, for the benefit of the Holders, Certificateholders as their interests appear in this Agreement, shall cause to be established and maintained in the name of the Trust with an Eligible Institution or with the corporate trust department of the Trustee or an Eligible Institution or an affiliate any of the Trustee or an Eligible Institutionits Affiliates, a segregated trust account (the "Collection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the HoldersCertificateholders. Schedule 2, which is hereby incorporated into and made a part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the institution with which such account has been established. The Collection Account shall be divided into individual subaccounts for each Outstanding Series (each, respectively, a "Series Collection Subaccount" and, collectively, the "Series Collection Subaccounts") and for the Company (the "Company Collection Subaccount"). For administrative purposes only, the Trustee shall establish or cause to be established for each Series, so long as such Series is an Outstanding Series, sub-subaccounts of the Series Collection Subaccounts with respect to such Series (respectively, the "Series Principal Collection Sub-subaccount" and "Series Non-Principal Collection Sub-subaccount" and, collectively, the "Series Collection Sub-subaccounts"). (b) Authority of the Trustee in Respect of the Collection Account. (i) Account and Certificateholders' Interests Therein. The Trustee Trustee, on behalf of the Certificateholders, shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the HoldersCertificateholders as their interests appear in this Agreement and, to the extent set forth in any Supplement, any Credit Enhancer. If, at any time, the Master Servicer has actual notice or knowledge that any institution holding the Collection Account has ceased to be is other than the corporate trust department of the Trustee or any of its affiliates or an Eligible Institution, the Master Servicer shall direct the Trustee to establish within 30 days a substitute account therefor with an Eligible Institution, transfer any cash Pooling Agreement and/or any Eligible Investments to such new account and and, from the date any such substitute accounts are established, such account shall be the Collection Account. Neither the Company, Company nor the Master Servicer, nor any person or entity claiming by, through or under the Company, Company or the Master Servicer, shall have any right, title or interest in, except to the extent expressly provided under the Transaction Documents, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Master Servicer in subsection 2.02(a) Article X of the Servicing this Agreement, the Master Servicer shall have the power to instruct instruct, solely to the extent indicated in the Daily Report, the Trustee in writing to make withdrawals from and payments to the Collection Account for the purposes of carrying out the Master Servicer's or Trustee's duties hereunder. (ii) . The Master Servicer agrees to give written direction (which may be included within any Daily Report) in a timely manner to the Trustee to apply all Collections with respect to the Receivables and to make all other applications, allocations and distributions described in this Article III and in the Supplement with respect to each Outstanding Series. (iii) . Each Series of Investor Certificates shall represent Fractional Undivided Interests fractional undivided interests in the Trust as indicated in the Supplement relating to such Series and the right to receive Collections and other amounts at the times and in the amounts specified in this Article III (as supplemented by the Supplement related to such Series) to be deposited in the Collection Account and any other accounts maintained for the benefit of the Investor Certificateholders or paid to the Investor Certificateholders (with respect to each outstanding Series, the "Investor Certificateholders' Interest"). The Exchangeable Company Interest Certificate shall represent the interest in the Trust not represented by any Series of Investor Certificates or Subordinated Company Interest Certificates then outstanding, including the right to receive Collections and other amounts at the times and in the amounts specified in this Article III to be paid to the Company (the "Exchangeable Company Interest"), and each Subordinated Company InterestCertificate, if any, shall represent the interests granted to such Subordinated Company Interest Certificate pursuant to the related Supplement; provided, however, that no such Exchangeable Company Interest or Subordinated Company Interest Certificate shall represent any interest in any Trust Account or and any other accounts maintained for the benefit of the Investor Pooling Agreement Certificateholders, except as specifically provided in this Article III.