Common use of Yield Supplement Account Clause in Contracts

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, Indenture as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller Seller, and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes. (e) Pursuant to the Yield Supplement Agreement and the Securities Account Control Agreement, the Trust will grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in all funds (including Eligible Investments) in the Yield Supplement Account (including the Initial Yield Supplement Amount) and the proceeds thereof to secure the payment of interest on the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto. If for any reason the Yield Supplement Account is no longer an Eligible Deposit Account, the Relevant Trustee shall promptly cause the Yield Supplement Account to be moved to another institution or otherwise changed so that the Yield Supplement Account becomes an Eligible Deposit Account. (f) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Yield Supplement Account.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to Issuer, the Trust by depositing an amount equal to the Initial Yield Supplement Amount Account Securities Intermediary and the Indenture Trustee shall have entered into the Yield Supplement Account Control Agreement pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in which the Yield Supplement Account are sufficient thereforshall be established and maintained for the benefit of the Noteholders and the Certificateholders. Pursuant to Section 2.5 of the Trust Agreement, on the Closing Date, the Relevant Owner Trustee will withdraw amounts then on shall deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Initial Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights . No additional deposits will be made to the Yield Supplement Account after the Closing Date. (b) If the depositary of the Yield Supplement Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Yield Supplement Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and all other collateral registered the Indenture Trustee shall cause the depositary maintaining the new Yield Supplement Account to assume the obligations of the existing Yield Supplement Account Securities Intermediary under the Yield Supplement Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or held therein to a Qualified Trust Institution, as the Sellercase may be. (c) All amounts held in the Yield Supplement Account shall be invested by in accordance with the Relevant Yield Supplement Account Control Agreement at the written direction of the Class R Certificateholder to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Yield Supplement Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as directed in writing by principal) may mature on the Servicernext succeeding Payment Date; provided, in Eligible Investments; provided however, that if (x) the Servicer shall have failed to give investment directions for any funds amounts on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Permitted Investments that mature later than the Business Day preceding next succeeding Deposit Date, but in no event that mature later than 90 days after the next Distribution Datedate of investment, if the Rating Agency Condition is satisfied. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held Once amounts on deposit in the Yield Supplement Account unless are invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the security interest granted dates described above. (d) On each Payment Date, the Indenture Trustee shall withdraw from the Yield Supplement Account and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction pay to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver Class R Certificateholder an amount equal to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earningsexcess, if any, of the amount on investment of funds deposit in the Yield Supplement Account shall be deposited in on such Payment Date (after giving effect to the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection withdrawal of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income Withdrawal Amount for such Payment Date) over the Specified Yield Supplement Amount with respect thereto as assets of the Trust for federal income tax and all other purposesto such Payment Date.

Yield Supplement Account. (a) The Depositor shall establish and maintain in the name of the Collateral Agent a segregated trust account to secure the Depositor's obligations under the Yield Supplement Agreement (the "Yield Supplement Account"). The Yield Supplement Account and any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders. (b) In order to provide for the prompt payment by the Depositor of the Yield Supplement Amount, to assure that sufficient availability of the amounts to make required distributions maintained in the Yield Supplement Account and as security for the performance by the Depositor of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and its obligations under the Yield Supplement Agreement, establish the Depositor, on behalf of itself and maintain with its successors and assigns, hereby pledges to the Securities Intermediary a segregated trust account (Collateral Agent and its successors and assigns for the “Yield Supplement Account”) in the name benefit of the Indenture Trustee which will include the money Certificateholders, all of its right, title and other property deposited interest in and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights proceeds of the foregoing, including all other amounts and investments held from time to time in the Yield Supplement Account and all other collateral registered or held therein including the Yield Supplement Initial Deposit, subject, however, to the Sellerlimitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section. (c) All amounts held Funds on deposit in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed Collateral Agent in Permitted Investments selected by the Depositor and designated in writing by the ServicerDepositor to the Collateral Agent; provided, in Eligible Investments; provided however, that if (x) the Servicer Collateral Agent shall have failed to give investment directions not be liable for any loss arising from such investment in Permitted Investments. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided, however, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Investments are not required to be (but may be) invested over night. The Depositor will treat the funds, Permitted Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account. (d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Indenture Trustee Collateral Agent by 5:00 p.m. Eastern Time causing the financial institution then maintaining the Yield Supplement Account (or such other time institution being referred to as may be agreed by the Servicer and the Indenture Trustee"Yield Supplement Account Securities Intermediary") on any Business Day, or (y) to create a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds Security Entitlement in the Yield Supplement Account in one favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account. (e) Each of the Depositor and the Servicer agree to take or more Eligible Investments specified cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in clauses order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2. (f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i)) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of the definition of Eligible Investments. All set-off unrelated to its fees for such Eligible Investments shall mature not Account. (g) No later than 11:00 A.M. (New York time) on each Deposit Date, the Business Day preceding Servicer shall deposit to the next Distribution Collection Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Date, the Servicer fail to pay the Yield Supplement Amount, then, in such manner that event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such amounts invested deficiency and deposit such amount to the Collection Account. (h) The Yield Supplement Account shall be available under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to make be a segregated trust account, the required deposits on Collateral Agent shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account and shall transfer any cash and/or any investments that are in the Distribution Date; provided, that if permitted by the Rating Agencies, monies existing Yield Supplement Account which is no longer a segregated trust account to such new Yield Supplement Account. (i) Amounts on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction released to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver Depositor on each Payment Date to the Relevant Trustee an Opinion of Counsel, acceptable to extent that the Relevant Trustee, to such effect. Earnings, if any, amount on investment of funds deposit in the Yield Supplement Account shall be deposited in exceeds the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against Specified Yield Supplement Balance. Upon a distribution to the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection Depositor of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat amounts from the Yield Supplement Account, all funds therein the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and all net investment income with respect thereto as assets the Depositor shall in no event thereafter be required to refund any such distributed amounts. (j) Investment earnings attributable to the Yield Supplement Account Property and proceeds therefrom shall be held by the Collateral Agent for the benefit of the Trust for federal income tax Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all other purposesinvestment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the Depositor.]

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Company shall establish an Eligible Deposit Account (the "Yield Supplement Account"), bearing a designation clearly indicating that the funds deposited therein are for the benefit of the Certificateholders. On or prior to the Closing Date, the Company, the Servicer and the Trustee shall enter into the Yield Supplement Account Agreement and the Seller shall make a capital contribution to the Trust by depositing deposit an amount equal to the Initial Yield Supplement Amount Initial Deposit into the Yield Supplement Account. The Yield Supplement Account pursuant shall not be part of the Trust, but instead will be held for the benefit of the Certificateholders. The Company hereby acknowledges that the Yield Supplement Initial Deposit and any investment earnings thereon are owned directly by it, and the Company hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. (b) The Company hereby sells, conveys and transfers to Trustee, as collateral agent, and its successors and assigns, the Yield Supplement Initial Deposit and all proceeds thereof, and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Yield Supplement Account from time to time under this Agreement. On each Distribution Date, all Eligible Investment made with amounts on deposit therein, all earnings and distributions thereon, subject, however, to the extent limitations set forth below. (c) The amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such each Distribution Date and deposit such amounts into the Collection Account shall be available for application pursuant to distribution as provided in Section 5.06. On each Distribution Date5.05; provided, however, that if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or and withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Maximum Amount, the Relevant Trustee will deposit shall release and distribute such excess into amount to the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c)Company. Upon any such distribution to the Company, the Certificateholders will have no further rights in, or claims to, such amounts. (d) Following the payment in full of the Notes Certificate Balance and of all other amounts owing or to be distributed to Certificateholders under this Agreement and the Indenturetermination of the Trust, as directed in writing by the Servicer, the Indenture Trustee will release any amounts amount remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account distributed to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directionsCompany. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.]

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to Issuer, the Trust by depositing an amount equal to the Initial Yield Supplement Amount Account Securities Intermediary and the Indenture Trustee shall have entered into the Yield Supplement Account Control Agreement pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in which the Yield Supplement Account are sufficient thereforshall be established and maintained for the benefit of the Noteholders and the Certificateholders. Pursuant to Section 2.5 of the Trust Agreement, on the Closing Date, the Relevant Owner Trustee will withdraw amounts then on shall deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Initial Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights . No additional deposits will be made to the Yield Supplement Account after the Closing Date. (b) If the depositary of the Yield Supplement Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Yield Supplement Account to be moved to a Qualified Institution or a Qualified Trust Institution and all other collateral registered the Indenture Trustee shall cause the depositary maintaining the new Yield Supplement Account to assume the obligations of the existing Yield Supplement Account Securities Intermediary under the Yield Supplement Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or held therein to a Qualified Trust Institution, as the Sellercase may be. (c) All amounts held in the Yield Supplement Account shall be invested by in accordance with the Relevant Yield Supplement Account Control Agreement at the written direction of the Class R Certificateholder to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Yield Supplement Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as directed in writing by principal) may mature on the Servicernext succeeding Payment Date; provided, in Eligible Investments; provided however, that if (x) the Servicer shall have failed to give investment directions for any funds amounts on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Permitted Investments that mature later than the Business Day preceding next succeeding Deposit Date, but in no event that mature later than 90 days after the next Distribution Datedate of investment, if the Rating Agency Condition is satisfied. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held Once amounts on deposit in the Yield Supplement Account unless are invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the security interest granted dates described above. (d) On each Payment Date, the Indenture Trustee shall withdraw from the Yield Supplement Account and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction pay to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver Class R Certificateholder an amount equal to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earningsexcess, if any, of the amount on investment of funds deposit in the Yield Supplement Account shall be deposited in on such Payment Date (after giving effect to the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection withdrawal of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income Withdrawal Amount for such Payment Date) over the Specified Yield Supplement Amount with respect thereto as assets of the Trust for federal income tax and all other purposesto such Payment Date.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller Company shall make establish an Eligible Deposit Account (the "Yield Supplement-Account"), bearing a capital contribution designation clearly indicating that the funds deposited therein are for the benefit of the Certificateholders. On or prior to the Trust by depositing Closing Date, the Company, the Servicer and the Trustee shall enter into the Yield Supplement Account Agreement and the Sellers shall deposit an amount equal to the Initial Yield Supplement Amount Initial Deposit into the Yield Supplement Account. The Yield Supplement Account pursuant shall not be part of the Trust, but instead will be held for the benefit of the Certificateholders. The Company hereby acknowledges that the Yield Supplement Initial Deposit and any investment earnings thereon are owned directly by it, and the Company hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. (b) The Company hereby sells, conveys and transfers to Trustee, as collateral agent, and its successors and assigns, the Yield Supplement Initial Deposit and all proceeds thereof, and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Yield Supplement Account from time to time under this Agreement. On each Distribution Date, all Eligible Investment made with amounts on deposit therein, all earnings and distributions thereon, subject, however, to the extent limitations set forth below. (c) The amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such each Distribution Date and deposit such amounts into the Collection Account shall be available for application pursuant to distribution as provided in Section 5.06. On each Distribution Date5.05; provided, however, that if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or and withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Maximum Amount, the Relevant Trustee will deposit shall release and distribute such excess into amount to the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c)Company. Upon any such distribution to the Company, the Certificateholders will have no further rights in, or claims to, such amounts. (d) Following the payment in full of the Notes Certificate Balance and of all other amounts owing or to be distributed to Certificateholders under this Agreement and the Indenturetermination of the Trust, as directed in writing by the Servicer, the Indenture Trustee will release any amounts amount remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account distributed to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directionsCompany. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.]

Yield Supplement Account. (a) The Seller shall establish and maintain in the name of the Collateral Agent a segregated trust account to secure the Seller's obligations under the Yield Supplement Agreement (the "Yield Supplement Account"). The Yield Supplement Account and any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders. (b) In order to provide for the prompt payment by the Seller of the Yield Supplement Amount, to assure that sufficient availability of the amounts to make required distributions maintained in the Yield Supplement Account and as security for the performance by the Seller of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and its obligations under the Yield Supplement Agreement, establish the Seller, on behalf of itself and maintain with its succes sors and assigns, hereby pledges to the Securities Intermediary a segregated trust account (Collateral Agent and its successors and assigns for the “Yield Supplement Account”) in the name benefit of the Indenture Trustee which will include the money Certificateholders, all of its right, title and other property deposited interest in and held therein pursuant to the Yield Supplement Agreement Ac count, and this Section 5.08. (b) On or prior all proceeds of the foregoing, including, without limitation, all other amounts and investments held from time to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit time in the Yield Supplement Account (after giving effect to all deposits thereto whether in the form of deposit accounts, physical securities, book-entry securities, uncertificated securities or withdrawals therefrom on such Distribution Dateotherwise) is greater than including the Required Yield Supplement AmountInitial Deposit, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the Relevant Trustee will deposit "Yield Supplement Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Collateral Agent hereby acknowledges such excess into transfer and accepts the Collection trust hereunder and shall hold and distribute the Yield Supplement Account for distribution by the Relevant Trustee Property in accordance with the terms and provisions of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Sellerthis Section. (c) All amounts held Funds on deposit in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed Collateral Agent in Permitted Investments selected by the Seller and designated in writing by the ServicerSeller to the Collat eral Agent; provided, in Eligible Investments; provided however, it is understood and agreed that if (x) the Servicer Collateral Agent shall have failed to give investment directions not be liable for any loss arising from such investment in Permitted Investments. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided, however, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Permitted Investments that mature later than the Business Day preceding the next Distribution Deposit Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held Funds deposited in the Yield Supplement Account unless on a Deposit Date upon the security interest granted and perfected in such account will continue maturity of any Permit ▇▇▇ Investments are not required to be perfected in such investment or (but may be) invested over night. The Seller will treat the proceeds of such salefunds, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds Permitted Investments and other assets in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent as its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directionsYield Supplement Account. (d) No later than 11:00 A.M. (New York time) on each Deposit Date, the Servicer shall deposit to the Certificate Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Distribution Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supple ment Account an amount equal to such deficiency and deposit such amount to the Certificate Account. (e) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust account, the Collateral Agent shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account to such new Yield Supplement Account. (f) Amounts on deposit in the Yield Supplement Account will be released to the Seller on each Distribution Date to the extent that the amount on deposit in the Yield Supplement Account would exceed the Specified Yield Supplement Balance. Upon a distribution to the Seller of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Seller from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Owner Trustee, the Collateral Agent or the Certificateholders and the Seller shall in no event thereafter be required to refund any such distributed amounts. (g) With respect to the Yield Supplement Account Property, the Seller and the Indenture Trustee will treat the Collateral Agent agree that: (i) any Yield Supplement AccountAccount Property that is held in deposit accounts shall be held solely in the name of the Collateral Agent at one or more depository institu tions having the Required Deposit Rating; each such deposit account shall be subject to the exclusive custody and con trol of the Collateral Agent, all funds therein and all net investment income the Collateral Agent shall have sole signature authority with respect thereto as assets thereto; (ii) any Yield Supplement Account Property that constitutes physical securities shall be delivered to the Collateral Agent in accordance with paragraph (i) of the Trust definition of "Delivery" (except that all references therein to the "Trustee" shall be deemed to be references to the Collateral Agent) and shall be held, pending maturity or disposition, solely by the Collateral Agent or a financial intermediary (as such term is defined in the relevant UCC) acting solely for federal income tax and all other purposes.the benefit of Certificateholders;

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement AgreementAgreement and assign the Lease Contracts to the Trust. On each Distribution Date, (i) pursuant to the Purchase Agreement, NMAC shall pay to the Servicer (on behalf of the Trust) the Lease Payment Deposit with respect to such Distribution Date; (ii) the Servicer shall deposit such Lease Payment Deposit into the Yield Supplement Account; and (iii) to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller, and neither NMAC, the Trust, the Seller, nor the Servicer shall have any further obligation to make the Lease Payment Deposit into the Yield Supplement Account. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be 44 49 continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders and the Class C Certificateholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall [[make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount $___________] [deposit an amount equal to $_________] [in cash] into the Yield Supplement Account pursuant Account][, transfer retail installment sales contracts with an aggregate principal balance, as of the Cut-Off Date, of $_________ to the Trust] [and transfer receivables [or other assets] in an amount, collectively, equal to $__________ to the Trust] ([the][collectively,] "Initial Yield Supplement Amount"). [On each Distribution Date, the Servicer will deposit payments received with respect to the retail installment sales contracts referred to above into the Yield Supplement Agreement. Account.] [On each Distribution Date, the Servicer will deposit payments received with respect to those receivables [or other assets] referred to above into the Yield Supplement Account.] Each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible InvestmentsInvestments ; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, provided that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) [The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.] (e) Pursuant to the Yield Supplement Agreement and the Securities Account Control Agreement, the Trust will grant to the Indenture Trustee, for the benefit of the Noteholders and the Class C Certificateholders, a security interest in all funds (including Eligible Investments) in the Yield Supplement Account (including the Initial Yield Supplement Amount) and the proceeds thereof to secure the payment of interest on the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto. If for any reason the Yield Supplement Account is no longer an Eligible Deposit Account, the Relevant Trustee shall promptly cause the Yield Supplement Account to be moved to another institution or otherwise changed so that the Yield Supplement Account becomes an Eligible Deposit Account. (f) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Yield Supplement Account.]

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee Seller will, pursuant to the Securities Account Control Agreement, the Yield Supplement Agreement and the Yield Supplement AgreementIndenture, establish and maintain with the Securities Intermediary Relevant Trustee a segregated trust account (the “Yield Supplement Account”"YIELD SUPPLEMENT ACCOUNT") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement Section 5.06 and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit distribute such excess into to the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c)Seller. Upon payment in full the termination of the Notes trusts established under the Trust Agreement and the Indenture, as directed in writing by the Servicer, the Indenture Relevant Trustee will release to the Seller any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein . Upon any such distribution to the Seller, the Issuer, Owner Trustee, Indenture Trustee and Certificateholders will have no further rights in, or claims to, such amounts. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, provided that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) Subject to the right of the Relevant Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Yield Supplement Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The TrustIssuer, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust Seller for federal income tax and all other purposes. (e) The Seller will grant to the Relevant Trustee, for the benefit of the Noteholders, a security interest in all funds (including Eligible Investments) in the Yield Supplement Account (including the Initial Yield Supplement Amount) and the proceeds thereof, and the Relevant Trustee shall have all of the rights of a secured party under the UCC with respect thereto. If for any reason the Yield Supplement Account is no longer an Eligible Deposit Account, the Relevant Trustee shall promptly cause the Yield Supplement Account to be moved to another institution or otherwise changed so that the Yield Supplement Account becomes an Eligible Deposit Account. (f) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Yield Supplement Account.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount deposit into the Yield Supplement Account pursuant to from the Yield Supplement Agreement. On each Distribution Date, to proceeds of the extent amounts then on deposit in sale of the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in Notes an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. Amount. (b) On each Distribution Date, the Indenture Trustee shall withdraw from the Yield Supplement Account and deposit to the Collection Account the Yield Supplement Deposit Amount for such Payment Date. (c) On each Determination Date, the Servicer shall calculate the Maximum Yield Supplement Amount for the related Distribution Date and shall notify the Indenture Trustee of such amount. On the related Distribution Date, the Indenture Trustee, after making the withdrawal referred to in paragraph (b) above, shall withdraw from the Yield Supplement Account the excess, if any, of the amount then on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on the withdrawal of the Yield Supplement Deposit Amount for such Distribution Date) is greater than over the Required Maximum Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, Amount as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account notified to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and shall pay the Indenture Trustee) on any Business Day, or (y) a Default or Event amount of Default shall have occurred and be continuing with respect such excess to the Notes but the Notes shall not have been declared due and payable pursuant Seller. The "Maximum Yield Supplement Amount" for any Distribution Date is an amount equal to the Indenture, or net present value (z) the Notes shall have been declared due and payable following an Event discounted monthly at a rate of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi2.50% per annum) of the definition aggregate amount, as of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding last day of the next Distribution Daterelated Collection Period, in such manner that such amounts invested shall be available to make the required deposits by which interest on the Distribution Date; provided, Principal Balance of each Discount Receivable (other than any such Receivable that if permitted by is a Defaulted Receivable) for the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds remaining term of such sale, in either case without any further action by any Person, and, in connection with any direction to Receivable (assuming no prepayments or delinquencies) at the Relevant Trustee to make any Required Rate exceeds interest on such investment or sale, if requested by Principal Balance at the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to APR for each such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directionsReceivable. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available[On the Closing Date, the Owner Trustee will, Depositor shall deposit the Yield Supplement Deposit into the Yield Supplement Account from the net proceeds of the sale of the [Class A] Notes. The Yield Supplement Account Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the Securities Indenture, the Issuer will pledge all of its right, title and interest in, to and under the Yield Supplement Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of Account Property to the Indenture Trustee which will include on behalf of the money Noteholders to secure its obligations under the Notes and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08Indenture. (b) On If the Yield Supplement Account is no longer to be maintained at the Securities Intermediary or prior to the Closing DateIndenture Trustee, the Seller Servicer shall, with MBFS USA’s and the Indenture Trustee’s prior approval (not to be unreasonably withheld) and assistance as necessary, promptly (and in any case within ten Business Days) cause the Yield Supplement Account to be moved to another Eligible Institution. The Servicer shall make a capital contribution promptly notify the Rating Agencies and the Trustees in writing of any change in the account number or location of the Yield Supplement Account. (c) On each [Determination Date], the Servicer will determine the Yield Supplement Account Withdrawal Amount, if any, for the related Payment Date. If the Yield Supplement Withdrawal Amount for any Payment Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Trust by depositing Yield Supplement Account, an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if lesser of the amount on deposit in the Yield Supplement Account and the Yield Supplement Account Withdrawal Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (d) If the Yield Supplement Amount for any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms withdrawal of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account Withdrawal Amount for such Payment Date and all other collateral registered or held therein to the Seller. (c) All amounts held distribution described in the Yield Supplement Account shall be invested by preceding sentence) exceeds the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds amount on deposit in the Yield Supplement Account to for such Payment Date, the Servicer shall instruct the Indenture Trustee by 5:00 p.m. Eastern Time (in writing to distribute or cause to be distributed on the related Deposit Date, the amount of such other time as may be agreed by excess to the Servicer Collection Account for payment to the Depositor on such Payment Date. Any amount paid to the Depositor will no longer constitute a portion of the Trust Property and the Indenture Trustee) Trustee and the Issuer hereby release, on any Business Dayeach Payment Date, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shalltheir security interest in, to the fullest extent practicable, invest and reinvest funds in under the Yield Supplement Account in one or more Eligible Investments specified in clauses Property distributed to the Depositor. Notwithstanding the foregoing, investment income for each Collection Period (i), (ivnet of losses and expenses) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such on amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directionsconstitute Available Collections. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.]

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders and the Class C Certificateholders will be available, the Owner Trustee Seller will, pursuant to the Securities Account Control Agreement, the Yield Supplement Agreement and the Yield Supplement AgreementIndenture, establish and maintain with the Securities Intermediary Relevant Trustee a segregated trust account (the “Yield Supplement Account”"YIELD SUPPLEMENT ACCOUNT") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement Section 5.06 and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal (excluding net investment income on Eligible Investments, which amounts are payable to the Yield Supplement Deposit with respect to such Distribution Date Seller therefrom) and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit distribute such excess into to the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c)Seller. Upon payment in full the termination of the Notes trusts established under the Trust Agreement and the Indenture, as directed in writing by the Servicer, the Indenture Relevant Trustee will release to the Seller any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein . Upon any such distribution to the Seller, the Issuer, Owner Trustee, Indenture Trustee and Certificateholders will have no further rights in, or claims to, such amounts. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, provided that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in paid to the Collection Account Seller on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) Subject to the right of the Relevant Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Yield Supplement Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The TrustIssuer, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust Seller for federal income tax and all other purposes. (e) The Seller will grant to the Relevant Trustee, for the benefit of the Noteholders and the Class C Certificateholders, a security interest in all funds (including Eligible Investments) in the Yield Supplement Account (including the Initial Yield Supplement Amount) and the proceeds thereof, and the Relevant Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Yield Supplement Account and the right to receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder. If for any reason the Yield Supplement Account is no longer an Eligible Deposit Account, the Relevant Trustee shall promptly cause the Yield Supplement Account to be moved to another institution or otherwise changed so that the Yield Supplement Account becomes an Eligible Deposit Account. (f) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Yield Supplement Account.

Yield Supplement Account. (a) In order On or prior to assure that sufficient amounts to make required distributions of interest to Noteholders will be availablethe ------------------------ Closing Date, the Owner Trustee will, pursuant to the Securities Company shall establish an Eligible Deposit Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Supplement-Account”) in "), bearing a designation clearly indicating that the name funds deposited therein are for the benefit of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) Certificateholders. On or prior to the Closing Date, the Seller Company, the Servicer and the Trustee shall make a capital contribution to enter into the Trust by depositing Yield Supplement Account Agreement and the Sellers shall deposit an amount equal to the Initial Yield Supplement Amount Initial Deposit into the Yield Supplement Account. The Yield Supplement Account pursuant shall not be part of the Trust, but instead will be held for the benefit of the Certificateholders. The Company hereby acknowledges that the Yield Supplement Initial Deposit and any investment earnings thereon are owned directly by it, and the Company hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. (b) The Company hereby sells, conveys and transfers to Trustee, as collateral agent, and its successors and assigns, the Yield Supplement Initial Deposit and all proceeds thereof, and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Yield Supplement Account from time to time under this Agreement. On each Distribution Date, all Eligible Investment made with amounts on deposit therein, all earnings and distributions thereon, subject, however, to the extent limitations set forth below. (c) The amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such each Distribution Date and deposit such amounts into the Collection Account shall be available for application pursuant to distribution as provided in Section 5.06. On each Distribution Date5.05; provided, however, that if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or and withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Maximum Amount, the Relevant Trustee will deposit shall release and distribute such excess into amount to the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c)Company. Upon any such distribution to the Company, the Certificateholders will have no further rights in, or claims to, such amounts. (d) Following the payment in full of the Notes Certificate Balance and of all other amounts owing or to be distributed to Certificateholders under this Agreement and the Indenturetermination of the Trust, as directed in writing by the Servicer, the Indenture Trustee will release any amounts amount remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account distributed to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directionsCompany. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.]

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, Indenture as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that 49 (Nissan 2008-A Sale and Servicing Agreement) mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller Seller, and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes. (e) Pursuant to the Yield Supplement Agreement and the Securities Account Control Agreement, the Trust will grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in all funds (including Eligible Investments) in the Yield Supplement Account (including the Initial Yield Supplement Amount) and the proceeds thereof to secure the payment of interest on the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto. If for any reason the Yield Supplement Account is no longer an Eligible Deposit Account, the Relevant Trustee shall promptly cause the Yield Supplement Account to be moved to another institution or otherwise changed so that the Yield Supplement Account becomes an Eligible Deposit Account. (f) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Yield Supplement Account.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders and the Class C Certificateholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall [[make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount $___________] [deposit an amount equal to $_________] [in cash] into the Yield Supplement Account pursuant Account][, transfer retail installment sales contracts with an aggregate principal balance, as of the Cut-Off Date, of $_________ to the Trust] [and transfer receivables or other assets (including vehicle lease contracts) in an amount, collectively, equal to $__________ to the Trust] ([the][collectively,] "Initial Yield Supplement Amount"). [On each Distribution Date, the Servicer will deposit payments received with respect to the retail installment sales contracts referred to above into the Yield Supplement Agreement. Account.] [On each Distribution Date, the Servicer will deposit payments received with respect to those receivables or other assets referred to above into the Yield Supplement Account.] On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral Collateral registered or held therein to the SellerOwner Trustee for the benefit of the Certificateholders, which amounts the Owner Trustee shall deposit into the Trust Collection Account. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible InvestmentsInvestments ; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, provided that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) [The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.]

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders Certificateholders will be available, the Owner Trustee will[Servicer] [Trustee], pursuant to [the Securities Account Control Agreement and and] the Yield Supplement Agreement, will establish and maintain with the [Securities Intermediary Intermediary] [Trustee] a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.086.01. (ba) On or prior to the Closing Date, the Seller shall [[make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount $___________] [deposit an amount equal to $_________] [in cash] into the Yield Supplement Account pursuant Account][, transfer retail installment sales contracts with an aggregate principal balance, as of the Cut-Off Date, of $_________ to the Trust] [and transfer receivables [or other assets] in an amount, collectively, equal to $__________ to the Trust] ([the][collectively,] "Initial Yield Supplement Amount"). [On each Distribution Date, the Servicer will deposit payments received with respect to the retail installment sales contracts referred to above into the Yield Supplement Agreement. Account.] [On each Distribution Date, the Servicer will deposit payments received with respect to those receivables or other assets referred to above into the Yield Supplement Account.] On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit Deposit[, comprising a portion of the Available Interest to be distributed in accordance with Section 5.06 and this Section,] with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee [will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release distribute any remaining amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the SellerSeller [or third party]]. Upon such distribution to the Seller [or third party], the Certificateholders will have no further rights in, or claims to, such amount. (cb) All amounts held in the Yield Supplement Account shall be invested by the Relevant [Trustee, as directed in writing by the Servicer, ,] [Servicer] in Eligible InvestmentsInvestments [; provided that if (xi) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (yii) a Default or an Event of Default shall have occurred and be continuing with respect to the Notes but the Notes Certificates shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments]. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, provided that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. [The Servicer will not direct the Relevant Trustee to make make] [The Trustee will not make] any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person[, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, reasonably acceptable to the Relevant Trustee, to such effect]. [Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. .] [The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions.] (dc) [The Trust, the Owner Trustee, Trustee and the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.] (d) If for any reason the Yield Supplement Account is no longer an Eligible Deposit Account, the Relevant Trustee shall promptly cause the Yield Supplement Account to be moved to another institution or otherwise changed so that the Yield Supplement Account becomes an Eligible Deposit Account. (e) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Yield Supplement Account. (f) Upon termination of the Trust pursuant to 12.01, any amounts on deposit in the Yield Supplement Account, after payment of all amounts due to the Certificateholders, shall be paid to the [Seller] [third party].]

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement AgreementAgreement and assign the Lease Contracts to the Trust. On each Distribution Date, (i) pursuant to the Purchase Agreement, NMAC shall pay to the Servicer (on behalf of the Trust) the Lease Payment Deposit with respect to such Distribution Date; (ii) the Servicer shall deposit such Lease Payment Deposit into the Yield Supplement Account; and (iii) to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller, and neither NMAC, the Trust, the Seller, nor the Servicer shall have any further obligation to make the Lease Payment Deposit into the Yield Supplement Account. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (ai) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be availableThe Servicer shall, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the Seller name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-4", initially at the corporate trust department of the Indenture Trustee, which shall make a capital contribution to be designated as the Trust by depositing an amount equal to the Initial "Yield Supplement Amount Account." The Yield Supplement Account shall be under the sole dominion and control of the Indenture Trustee. The Yield Supplement Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Yield Supplement Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are Outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Yield Supplement Account Initial Deposit into the Yield Supplement Account pursuant Account. No additional deposits to the Yield Supplement AgreementAccount shall be made. On each Distribution Date, to the extent amounts then on deposit in the The Yield Supplement Account are sufficient thereforand all amounts, the Relevant Trustee will withdraw amounts then on deposit securities, investments, financial assets and other property deposited in the Yield Supplement Account in an amount equal or credited to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than amounts, the Required "Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution Property") shall be held by the Relevant Indenture Trustee in accordance with as secured party for the terms benefit of Section 5.06(c). Upon the Noteholders and, after payment in full of the Notes under Notes, as agent of the IndentureOwner Trustee and as part of the Trust Property, and all withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Yield Supplement Account Property shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the ServicerDepositor, by the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and all other collateral registered or such Permitted Investments shall be held therein to maturity. If JPMorgan Chase Bank, National Association is the Seller. (c) All amounts held Indenture Trustee, in the Yield Supplement Account absence of written direction, all funds shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if retained uninvested. All interest and other income (xnet of losses and investment expenses) the Servicer shall have failed to give investment directions for any on funds on deposit in the Yield Supplement Account to the shall be deposited therein. The Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable be liable for investment losses in Permitted Investments made in accordance with directions from the Trust Estate are being applied pursuant to Section 5.05 of Depositor. In the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in event the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) is no longer to be maintained at the corporate trust department of the definition of Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause an Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall Deposit Account to be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in established as the Yield Supplement Account unless within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the security interest granted location and perfected in account number of such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Indenture Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the (Nissan 2004-C Sale and Servicing Agreement) Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (ai) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be availableThe Servicer shall, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the Seller name "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2004-2", initially at the corporate trust department of the Indenture Trustee, which shall make a capital contribution to be designated as the Trust by depositing an amount equal to the Initial "Yield Supplement Amount Account." The Yield Supplement Account shall be under the sole dominion and control of the Indenture Trustee. The Yield Supplement Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Yield Supplement Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are Outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Yield Supplement Account Initial Deposit into the Yield Supplement Account pursuant Account. No additional deposits to the Yield Supplement AgreementAccount shall be made. On each Distribution Date, to the extent amounts then on deposit in the The Yield Supplement Account are sufficient thereforand all amounts, the Relevant Trustee will withdraw amounts then on deposit securities, investments, financial assets and other property deposited in the Yield Supplement Account in an amount equal or credited to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than amounts, the Required "Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution Property") shall be held by the Relevant Indenture Trustee in accordance with as secured party for the terms benefit of Section 5.06(c). Upon the Noteholders and, after payment in full of the Notes under Notes, as agent of the IndentureOwner Trustee and as part of the Trust Property, and all withdrawals from there from shall be made only upon the terms and conditions of the Basic Documents. The Yield Supplement Account Property shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the ServicerDepositor, by the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to bank or trust company then maintaining the Yield Supplement Account in Permitted Investments that mature not later than the next Payment Date or such later date that satisfies the Rating Agency Condition, and all other collateral registered or such Permitted Investments shall be held therein to maturity. If JPMorgan Chase Bank is the Seller. (c) All amounts held Indenture Trustee, in the Yield Supplement Account absence of written direction, all funds shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if retained uninvested. All interest and other income (xnet of losses and investment expenses) the Servicer shall have failed to give investment directions for any on funds on deposit in the Yield Supplement Account to the shall be deposited therein. The Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable be liable for investment losses in Permitted Investments made in accordance with directions from the Trust Estate are being applied pursuant to Section 5.05 of Depositor. In the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in event the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) is no longer to be maintained at the corporate trust department of the definition of Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause an Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall Deposit Account to be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in established as the Yield Supplement Account unless within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and give written notice of the security interest granted location and perfected in account number of such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Indenture Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders [and to pay the Swap Termination Payments to the Swap Counterparty] will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the IndentureIndenture [and the Swap Termination Payments to the Swap Counterparty under the Interest Rate Swap Agreement], as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller Seller[, the Swap Counterparty] and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee Trust will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, (i) NMAC shall pay to the Servicer (on behalf of the Seller) the Servicing Payment Deposit; (ii) the Servicer shall deposit the Servicing Payment Deposit into the Yield Supplement Account; and (iii) to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Relevant Trustee will release to the Seller any amounts remaining on deposit in the Yield Supplement Account, Account and all rights to the Yield Supplement Account and Account, all other collateral Collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement, and neither NMAC, the Seller, nor the Servicer shall have any further obligation to make the Servicing Payment Deposit into the Yield Supplement Account. Upon any such distribution to the Seller, the Issuer, Owner Trustee, Indenture Trustee and Certificateholders will have no further rights in, or claims to, such amounts. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, provided that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The TrustIssuer, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, The Seller shall establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include Collateral Agent an Eligible Deposit Account to secure the money and other property deposited and held therein pursuant to Seller's obligations under the Yield Supplement Agreement (the "Yield Supplement Account"). The Yield Supplement Account and this Section 5.08any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders. (b) On or prior In order to provide for the Closing Date, prompt payment by the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into of the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution DateAmount, to assure availability of the extent amounts then on deposit maintained in the Yield Supplement Account are sufficient therefor, and as security for the Relevant Trustee will withdraw amounts then on deposit in performance by the Seller of its obligations under the Yield Supplement Account in an amount equal Agreement the Seller, on behalf of itself and its successors and assigns, hereby pledges to the Yield Supplement Deposit with respect to such Distribution Date Collateral Agent and deposit such amounts into its successors and assigns for the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full benefit of the Notes under the IndentureCertificateholders, as directed all of its right, title and interest in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in and to the Yield Supplement Account, and all rights proceeds of the foregoing, including, without limitation, all other amounts and investments held from time to time in the Yield Supplement Account and all other collateral registered (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or held therein otherwise) including, without limitation, the Yield Supplement Initial Deposit, subject, however, to the Sellerlimitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section. (c) All amounts held Funds on deposit in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed Collateral Agent in Eligible Investments selected by the Seller and designated in writing by the ServicerSeller to the Collateral Agent; provided, however, it is understood and agreed that the Collateral Agent shall not be liable for any loss arising from such investment in Eligible Investments. Funds on deposit in the Yield Supplement Account shall be invested in Eligible Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided provided, however, that if (x) to the Servicer shall have failed to give investment directions for any extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Deposit Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held Funds deposited in the Yield Supplement Account unless on a Deposit Date upon the security interest granted and perfected in such account will continue maturity of any Eligible Investments are not required to be perfected in such investment or (but may be) invested overnight. The Seller will treat the proceeds of such salefunds, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds Eligible Investments and other assets in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent as its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directionsYield Supplement Account. (d) No later than 11:00 a.m. (New York time) on each Deposit Date, the Seller shall deposit to the Certificate Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Distribution Date, the Seller fails to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount into the Certificate Account. (e) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be an Eligible Deposit Account, the Collateral Agent shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as an Eligible Deposit Account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer an Eligible Deposit Account to such new Yield Supplement Account. (f) Amounts on deposit in the Yield Supplement Account will be released to the Seller on each Distribution Date to the extent that the amount on deposit in the Yield Supplement Account would exceed the Specified Yield Supplement Balance. Upon a distribution to the Seller of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Seller from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Owner Trustee, the Collateral Agent or the Certificateholders and the Seller shall in no event thereafter be required to refund any such distributed amounts. (g) With respect to the Yield Supplement Account Property, the Seller and the Indenture Trustee will treat the Collateral Agent agree that: (i) any Yield Supplement AccountAccount Property that is held in deposit accounts shall be held solely in the name of the Collateral Agent at one or more depository institutions having the Required Rating; each such deposit account shall be subject to the exclusive custody and control of the Collateral Agent, all funds therein and all net investment income the Collateral Agent shall have sole signature authority with respect thereto as assets thereto; (ii) any Yield Supplement Account Property that constitutes Physical Property shall be delivered to the Collateral Agent in accordance with paragraph (a) of the Trust definition of "Delivery" (except that all references therein to the "Trustee," shall be deemed to be references to the Collateral Agent) and shall be held, pending maturity or disposition, solely by the Collateral Agent or a financial intermediary (as such term is defined in the Relevant UCC) acting solely for federal income tax and all other purposes.the benefit of Certificateholders;

Yield Supplement Account. (a) [In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, Indenture as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller Seller, and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes. (e) Pursuant to the Yield Supplement Agreement and the Securities Account Control Agreement, the Trust will grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in all funds (including Eligible Investments) in the Yield Supplement Account (including the Initial Yield Supplement Amount) and the proceeds thereof to secure the payment of interest on the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto. If for any reason the Yield Supplement Account is no longer an Eligible Deposit Account, the Relevant Trustee shall promptly cause the Yield Supplement Account to be moved to another institution or otherwise changed so that the Yield Supplement Account becomes an Eligible Deposit Account. (f) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Yield Supplement Account.]

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement AgreementAgreement and assign the Lease Contracts to the Trust. On each Distribution Date, (i) pursuant to the Purchase Agreement, NMAC shall pay to the Servicer (on behalf of the Trust) the Lease Payment Deposit with respect to such Distribution Date; (ii) the Servicer shall deposit such Lease Payment Deposit into the Yield Supplement Account; and (iii) to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, (i) pursuant to the Purchase Agreement, NMAC shall pay to the Servicer (on behalf of the Trust) the Servicing Payment Deposit with respect to such Distribution Date; (ii) the Servicer shall deposit such Servicing Payment Deposit into the Yield Supplement Account; and (iii) to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral Collateral registered or held therein to the Owner Trustee for the benefit of the Certificateholders, which amounts the Owner Trustee shall deposit into the Trust Collection Account, and neither NMAC, the Trust, the Seller, nor the Servicer shall have any further obligation to make the Servicing Payment Deposit into the Yield Supplement Account. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.,

Yield Supplement Account. The Seller shall establish and maintain in the name of the Owner Trustee an Eligible Deposit Account to secure the Seller's obligations under the Yield Supplement Agreement (the "YIELD SUPPLEMENT ACCOUNT"). The Yield Supplement Account shall initially be maintained at _____________________. (a) In order to assure that sufficient amounts to make required distributions provide for the prompt payment by the Seller of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement AgreementAmount, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name to assure availability of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to amounts maintained in the Yield Supplement Agreement Account and as security for the performance by the Seller of its obligations under the Yield Supplement Agr all the aforesaid property, rights and privileges unto the Owner Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section 5.08Section. The Owner Trustee hereby acknowledges such transfer and accepts in trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then Funds on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed Owner Trustee in Eligible Investments selected by the Seller and designated in writing by the ServicerSeller to the Owner Trustee; PROVIDED, in Eligible Investments; provided HOWEVER, it is understood and agreed that if (x) the Servicer Owner Trustee shall have failed to give investment directions not be liable for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or loss arising from such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested investment in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely timely, written direction. In no event shall the Owner Trustee be liable for the selection of Eligible Investments. The Owner Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of written investment directionsdirection. Funds on deposit in the Yield Supplement Account shall be invested in Eligible Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; PROVIDED, HOWEVER, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Eligible Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Eligible Investments are not required to be (but may be) invested overnight. The Seller will treat the funds, Eligible Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account. (c) The Yield Supplement Account shall be under the sole custody and control of the Owner Trustee. If, at any time, the Yield Supplement Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as an Eligible Deposit Account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer an Eligible Deposit Account to such new Yield Supplement Account. (d) The Trust, Amounts on deposit in the Owner Trustee, Yield Supplement Account will be released to the Seller and Certificateholders on each Distribution Date to the Indenture Trustee will treat extent that the amount on deposit in the Yield Supplement Account would exceed the Specified Yield Supplement Balance. Upon a distribution to the Certificateholders of amounts from the Yield Supplement Account, all funds therein the Noteholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Certificateholders from the Yield Supplement Account or otherwise shall not be available under any circumstances to either Trust, Trustee, the Owner Trustee or the Noteholders and all net investment income the Certificateholders shall in no event thereafter be required to refund any such distributed amounts. (e) With respect to the Yield Supplement Account Property: (i) any Yield Supplement Account Property that is held in deposit accounts shall be held solely in the name of the Owner Trustee at one or more depository institutions having the Required Rating; each such deposit account shall be subject to the exclusive custody and control of the Owner Trustee, and the Owner Trustee shall have sole signature authority with respect thereto thereto; (ii) the Owner Trustee shall maintain Control over each deposit account in which any Account Property that constitutes a Security Entitlement, an Uncertificated Security or a Federal Book-Entry Security is held; and (iii) any Yield Supplement Account Property that constitutes either a Security Certificate or any other Yield Supplement Account Property that constitutes Physical Property and that is not a Security Entitlement shall be transferred to the Owner Trustee or its nominee or custodian by physical delivery to the Owner Trustee or its nominee or custodian endorsed to, or registered in the name of, the Owner Trustee or its nominee or custodian endorsed in blank. Effective upon delivery of any Yield Supplement Account Property in the form of Physical Property, Book-Entry Securities or Uncertificated Securities, the Owner Trustee shall be deemed to have represented that it has purchased such Yield Supplement Account Property for value, in good faith and without notice of any adverse claim thereto. (f) The Seller (and any successor to the Seller in accordance with Section 6.3) and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the Relevant UCC or this Agreement) as assets may be determined to be necessary, in order to perfect the interests created by this Section 5.2 and otherwise fully to effectuate the purposes, terms and conditions of the Trust for federal income tax and all other purposesthis Section 5.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to Issuer, the Trust by depositing an amount equal to the Initial Yield Supplement Amount Account Securities Intermediary and the Indenture Trustee shall have entered into the Yield Supplement Account Control Agreement pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in which the Yield Supplement Account are sufficient thereforshall be established and maintained for the benefit of the Noteholders and the Certificateholders. Pursuant to Section 2.5 of the Trust Agreement, on the Closing Date, the Relevant Owner Trustee will withdraw amounts then on shall deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Initial Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights . No additional deposits will be made to the Yield Supplement Account after the Closing Date. (b) If the depositary of the Yield Supplement Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Yield Supplement Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and all other collateral registered the Indenture Trustee shall cause the depositary maintaining the new Yield Supplement Account to assume the obligations of the existing Yield Supplement Account Securities Intermediary under the Yield Supplement Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary’s ceasing to be a Qualified Institution or held therein to a Qualified Trust Institution, as the Sellercase may be. (c) All amounts held in the Yield Supplement Account shall be invested by in accordance with the Relevant Yield Supplement Account Control Agreement at the written direction of the Class R Certificateholder to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Yield Supplement Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as directed in writing by principal) may mature on the Servicernext succeeding Payment Date; provided, in Eligible Investments; provided however, that if (x) the Servicer shall have failed to give investment directions for any funds amounts on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Permitted Investments that mature later than the Business Day preceding next succeeding Deposit Date, but in no event that mature later than 90 days after the next Distribution Datedate of investment, if the Rating Agency Condition is satisfied. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held Once amounts on deposit in the Yield Supplement Account unless are invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the security interest granted dates described above. (d) On each Payment Date, the Indenture Trustee shall withdraw from the Yield Supplement Account and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction pay to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver Class R Certificateholder an amount equal to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earningsexcess, if any, of the amount on investment of funds deposit in the Yield Supplement Account shall be deposited in on such Payment Date (after giving effect to the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection withdrawal of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income Withdrawal Amount for such Payment Date) over the Specified Yield Supplement Amount with respect thereto as assets of the Trust for federal income tax and all other purposesto such Payment Date.]

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, The Seller shall establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include Collateral Agent an Eligible Deposit Account to secure the money and other property deposited and held therein pursuant to Seller's obligations under the Yield Supplement Agreement (the "YIELD SUPPLEMENT ACCOUNT"). The Yield Supplement Account and this Section 5.08any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders. The Yield Supplement Account shall initially be maintained at Bankers Trust Company. (b) On or prior In order to provide for the Closing Date, prompt payment by the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into of the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution DateAmount, to assure availability of the extent amounts then on deposit maintained in the Yield Supplement Account are sufficient therefor, and as security for the Relevant Trustee will withdraw amounts then on deposit in performance by the Seller of its obligations under the Yield Supplement Account in an amount equal Agreement the Seller, on behalf of itself and its successors and assigns, hereby pledges to the Yield Supplement Deposit with respect to such Distribution Date Collateral Agent and deposit such amounts into its successors and assigns for the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full benefit of the Notes under the IndentureCertificateholders, as directed all of its right, title and interest in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in and to the Yield Supplement Account, and all rights proceeds of the foregoing, including, without limitation, all other amounts and investments held from time to time in the Yield Supplement Account and all other collateral registered (whether in the form of deposit accounts, Physical Property, Book-Entry Securities, Uncertificated Securities or held therein otherwise) including, without limitation, the Yield Supplement Initial Deposit, subject, however, to the Sellerlimitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "YIELD SUPPLEMENT ACCOUNT PROPERTY"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts in trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section. (c) All amounts held Funds on deposit in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed Collateral Agent in Eligible Investments selected by the Seller and designated in writing by the ServicerSeller to the Collateral Agent; PROVIDED, in Eligible Investments; provided HOWEVER, it is understood and agreed that if (x) the Servicer Collateral Agent shall have failed to give investment directions not be liable for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or loss arising from such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested investment in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely timely, written direction. In no event shall the Collateral Agent be liable for the selection of Eligible Investments. The Collateral Agent shall have no obligation to invest or reinvest any amounts held hereunder in the absence of written investment directionsdirection. Funds on deposit in the Yield Supplement Account shall be invested in Eligible Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; PROVIDED, HOWEVER, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Eligible Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Eligible Investments are not required to be (but may be) invested overnight. The Seller will treat the funds, Eligible Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account. (d) The Trust, the Owner TrusteeNo later than 11:00 a.m. (New York time) on each Deposit Date, the Seller shall deposit to the Certificate Account an amount equal to the Yield Supplement Amount for the related Collection Period; PROVIDED that if, on any Distribution Date, the Seller fails to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount into the Indenture Trustee Certificate Account. (e) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be an Eligible Deposit Account, the Collateral Agent shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as an Eligible Deposit Account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer an Eligible Deposit Account to such new Yield Supplement Account. (f) Amounts on deposit in the Yield Supplement Account will treat be released to the Seller on each Distribution Date to the extent that the amount on deposit in the Yield Supplement Account would exceed the Specified Yield Supplement Balance. Upon a distribution to the Seller of amounts from the Yield Supplement Account, all funds therein the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Seller from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and all net investment income the Seller shall in no event thereafter be required to refund any such distributed amounts. (g) With respect to the Yield Supplement Account Property: (i) any Yield Supplement Account Property that is held in deposit accounts shall be held solely in the name of the Collateral Agent at one or more depository institutions having the Required Rating; each such deposit account shall be subject to the exclusive custody and control of the Collateral Agent, and the Collateral Agent shall have sole signature authority with respect thereto thereto; (ii) the Collateral Agent shall maintain Control over each deposit account in which any Account Property that constitutes a Security Entitlement, an Uncertificated Security or a Federal Book-Entry Security is held; and (iii) any Yield Supplement Account Property that constitutes either a Security Certificate or any other Yield Supplement Account Property that constitutes Physical Property and that is not a Security Entitlement shall be transferred to the Collateral Agent or its nominee or custodian by physical delivery to the Collateral Agent or its nominee or custodian endorsed to, or registered in the name of, the Collateral Agent or its nominee or custodian endorsed in blank. Effective upon delivery of any Yield Supplement Account Property in the form of Physical Property, Book-Entry Securities or Uncertificated Securities, the Collateral Agent shall be deemed to have represented that it has purchased such Yield Supplement Account Property for value, in good faith and without notice of any adverse claim thereto. (h) The Seller (and any successor to the Seller in accordance with Section 7.3) and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the Relevant UCC or this Agreement) as assets may be determined to be necessary, in order to perfect the interests created by this Section 5.2 and otherwise fully to effectuate the purposes, terms and conditions of this Section 5.2. The Seller (and any successor to the Seller in accordance with Section 7.3) and the Servicer shall: (i) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trust Collateral Agent's security interest; and (ii) make the necessary filings of financing statements or amendments thereto within five days after the occurrence of any of the following: (A) any change in their respective names or any trade names, (B) any change in the location of their respective chief executive offices or principal places of business and (C) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Collateral Agent of any such filings. (i) Investment earnings attributable to the Yield Supplement Account Property and proceeds therefrom shall be held by the Collateral Agent for federal income tax the benefit of the Seller. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all other purposesinvestment earnings attributable to the Yield Supplement Account to be distributed on each Distribution Date to the Seller.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee Seller will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing deposit an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit distribute such excess into to the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c)Seller. Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Relevant Trustee will release to the Seller any amounts remaining on deposit in the Yield Supplement Account, Account and all rights to the Yield Supplement Account Account, and all other collateral Collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, Owner Trustee, Indenture Trustee and Certificateholders will have no further rights in, or claims to, such amounts. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.Day

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, The Seller shall establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include Collateral Agent an Eligible Deposit Account to secure the money and other property deposited and held therein pursuant to Seller's obligations under the Yield Supplement Agreement (the "YIELD SUPPLEMENT ACCOUNT"). The Yield Supplement Account and this Section 5.08any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders. The Yield Supplement Account shall initially be maintained at Bankers Trust Company. (b) On or prior In order to provide for the Closing Date, prompt payment by the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into of the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution DateAmount, to assure availability of the extent amounts then on deposit maintained in the Yield Supplement Account are sufficient therefor, and as security for the Relevant Trustee will withdraw amounts then on deposit in performance by the Seller of its obligations under the Yield Supplement Account in an amount equal Agreement the Seller, on behalf of itself and its successors and assigns, hereby pledges to the Yield Supplement Deposit with respect to such Distribution Date Collateral Agent and deposit such amounts into its successors and assigns for the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full benefit of the Notes under the IndentureCertificateholders, as directed all of its right, title and interest in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in and to the Yield Supplement Account, and all rights proceeds of the foregoing, including, without limitation, all other amounts and investments held from time to time in the Yield Supplement Account and all other collateral registered (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or held therein otherwise) including, without limitation, the Yield Supplement Initial Deposit, subject, however, to the Sellerlimitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "YIELD SUPPLEMENT ACCOUNT PROPERTY"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section. (c) All amounts held Funds on deposit in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed Collateral Agent in Eligible Investments selected by the Seller and designated in writing by the ServicerSeller to the Collateral Agent; PROVIDED, in Eligible Investments; provided HOWEVER, it is understood and agreed that if (x) the Servicer Collateral Agent shall have failed to give investment directions not be liable for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or loss arising from such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested investment in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely timely, written direction. In no event shall the Collateral Agent be liable for the selection of Eligible Investments. The Collateral Agent shall have no obligation to invest or reinvest any amounts held hereunder in the absence of written investment directionsdirection. Funds on deposit in the Yield Supplement Account shall be invested in Eligible Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; PROVIDED, HOWEVER, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Eligible Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Eligible Investments are not required to be (but may be) invested overnight. The Seller will treat the funds, Eligible Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account. (d) The Trust, the Owner TrusteeNo later than 11:00 a.m. (New York time) on each Deposit Date, the Seller shall deposit to the Certificate Account an amount equal to the Yield Supplement Amount for the related Collection Period; PROVIDED that if, on any Distribution Date, the Seller fails to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount into the Indenture Trustee Certificate Account. (e) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be an Eligible Deposit Account, the Collateral Agent shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as an Eligible Deposit Account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer an Eligible Deposit Account to such new Yield Supplement Account. (f) Amounts on deposit in the Yield Supplement Account will treat be released to the Seller on each Distribution Date to the extent that the amount on deposit in the Yield Supplement Account would exceed the Specified Yield Supplement Balance. Upon a distribution to the Seller of amounts from the Yield Supplement Account, all funds therein the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Seller from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and all net investment income the Seller shall in no event thereafter be required to refund any such distributed amounts. (g) With respect to the Yield Supplement Account Property: (i) any Yield Supplement Account Property that is held in deposit accounts shall be held solely in the name of the Collateral Agent at one or more depository institutions having the Required Rating; each such deposit account shall be subject to the exclusive custody and control of the Collateral Agent, and the Collateral Agent shall have sole signature authority with respect thereto as assets thereto; (ii) any Yield Supplement Account Property that constitutes Physical Property shall be delivered to the Collateral Agent in accordance with paragraph (a) of the Trust definition of "Delivery" (except that all references therein to the "Trustee," shall be deemed to be references to the Collateral Agent) and shall be held, pending maturity or disposition, solely by the Collateral Agent or a financial intermediary (as such term is defined in the Relevant UCC) acting solely for federal income tax and all other purposes.the benefit of Certificateholders;

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and (Nissan 2005-A Sale and Servicing Agreement) payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders and to pay the Swap Termination Payments to the Swap Counterparty will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the IndentureIndenture and the Swap Termination Payments to the Swap Counterparty under the Interest Rate Swap Agreement, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller Seller, the Swap Counterparty, and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and [__________] shall establish the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) Account in the name of the Indenture Trustee for the benefit of the Certificateholders. Except as otherwise provided in the Agreement, the Yield Supplement Account shall be initially established with the Trustee and maintained with the Trustee so long as (i) the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating, or (ii) such Yield Supplement Account is a segregated trust account located in the corporate trust department of the Trustee bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and the Trustee has a long-term deposit rating from Moody's (so long as ▇▇▇▇▇'▇ is a Rating Agency) of at least Baa3 (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws (which will may include the money Trustee) and other property deposited is organized under the laws of the United States, any State thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in the Agreement, in the event that the Trustee no longer meets either of the foregoing requirements, then the Servicer shall, with the Trustee's assistance as necessary, cause the Yield Supplement Account to be moved to a bank or trust company that satisfies either of such requirements. (b) For so long as the depository institution or trust company then maintaining the Yield Supplement Account meets the requirements of Section 14.11(a)(i) or (a)(ii), all amounts held in the Yield Supplement Account shall, to the extent permitted by applicable laws, rules and held therein pursuant regulations, be invested, as directed by [__________], in Permitted Investments; otherwise such amounts shall be maintained in cash. Realized losses, if any, on investment of funds on deposit in the Yield Supplement Account and all investment expenses shall be charged first against undistributed investment earnings attributable to the Yield Supplement Agreement Account and this Section 5.08then against the amounts on deposit in the Yield Supplement Account. (bc) On or prior to the Closing Date, the Seller [__________] shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Account Deposit with respect to such Distribution Date and deposit such amounts into the Collection Yield Supplement Account. The Yield Supplement Account shall not be part of the Trust but instead will be owned by[__________] and held for application pursuant the benefit of the Holders of the Certificates. (d) [__________] hereby sells, conveys and transfers to Section 5.06. On each Distribution Datethe Trustee and its successors and assigns, if the amount on deposit in the Yield Supplement Account (after giving effect Deposit and all proceeds thereof and hereby pledges to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement AmountTrustee as collateral agent, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indentureand its successors and assigns, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, Account and all rights amounts, securities, investments, financial assets, investment property and other property from time to time deposited in or credited to the Yield Supplement Account and all other collateral registered or held therein proceeds thereof (collectively, including, without limitation, the Yield Supplement Account, the "Yield Supplement Account Property") for the purpose of security payments of the Maximum Yield Supplement Amount, subject, however to the Seller.limitations set forth below: (ci) all or a portion of the Yield Supplement Account Property may be invested and reinvested in the manner specified in Section 14.11(b). All amounts held such investments shall be made in the name of the Trustee and all income and gain realized thereon shall remain in the Yield Supplement Account and be distributed to the Certificate Account as required by Section 14.06(a)(iii); (ii) notwithstanding anything herein to the contrary, on each Distribution Date, the Trustee shall be invested by pay to [__________] the Relevant Trusteeamount, as directed in writing by the Servicerif any, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for of any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 in excess of the Indenture as if there had not been Maximum Yield Supplement Amount, after giving effect to all distributions to be made on such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds date; and (iii) upon termination of this Agreement in accordance with Article Twenty or in the Yield Supplement Account in one event that [__________] obtains a letter of credit, surety bond or more Eligible Investments specified in clauses (i), (iv) insurance policy or (vi) of otherwise satisfies the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted requirements established by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action as evidenced by any Person, and, in connection with any direction a letter to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver from each Rating Agency to the Relevant Trustee an Opinion effect that the foregoing arrangements will not cause their then-current ratings of Counselthe Rated Certificates to be qualified, acceptable to the Relevant Trusteereduced or withdrawn, to such effect. Earnings, if any, all amounts on investment of funds deposit in the Yield Supplement Account shall be deposited paid to [__________]. (iv) Each of [__________] and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, the Control Agreement, any UCC financing statements or the Agreement) as may be determined to be necessary, in an Opinion of Counsel to [__________] delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. [__________] and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest in the Collection Yield Supplement Account on Property; and (B) make the necessary filings of financing statements or amendments thereto within five days after the occurrence of any of the following (and promptly notify the Trustee of each Distribution Datesuch filing): (1) any change in its corporate name or any trade name, and losses and (2) any investment expenses shall be charged against change in the funds location of its chief executive office or principal place of business or (3) any merger or consolidation or other change in its identity or corporate structure. (e) The Trustee hereby covenants not to enter into any subordination or intercreditor agreement with respect to the Yield Supplement Account or any assets on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders Certificateholders will be available, the Owner Trustee will[Servicer] [Trustee], pursuant to [the Securities Account Control Agreement and and] the Yield Supplement Agreement, will establish and maintain with the [Securities Intermediary Intermediary] [Trustee] a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.086.01. (b) On or prior to the Closing Date, the Seller shall [[make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount $___________] [deposit an amount equal to $_________] [in cash] into the Yield Supplement Account pursuant Account][, transfer retail installment sales contracts with an aggregate principal balance, as of the Cut-Off Date, of $_________ to the Trust] [and transfer receivables or other assets (including vehicle lease contracts) in an amount, collectively, equal to $__________ to the Trust] ([the][collectively,] "Initial Yield Supplement Amount"). [On each Distribution Date, the Servicer will deposit payments received with respect to the retail installment sales contracts referred to above into the Yield Supplement Agreement. Account.] [On each Distribution Date, the Servicer will deposit payments received with respect to those receivables or other assets referred to above into the Yield Supplement Account.] On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit Deposit[, comprising a portion of the Available Interest to be distributed in accordance with Section 5.06 and this Section,] with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee [will deposit such excess into distribute any remaining amounts to the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c)Seller [or third party]]. Upon payment in full of such distribution to the Notes under the Indenture, as directed in writing by the ServicerSeller [or third party], the Indenture Trustee Certificateholders will release any amounts remaining on deposit in the Yield Supplement Accounthave no further rights in, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Sellerclaims to, such amount. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant [Trustee, as directed in writing by the Servicer, ,] [Servicer] in Eligible InvestmentsInvestments [; provided that if (xi) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (yii) a Default or an Event of Default shall have occurred and be continuing with respect to the Notes but the Notes Certificates shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments]. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, provided that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.Eligible

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “"Yield Supplement Account”") in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each 45 (Nissan 2004-B Sale and Servicing Agreement) Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount deposit into the Yield Supplement Account pursuant to from the Yield Supplement Agreement. On each Distribution Date, to proceeds of the extent amounts then on deposit in sale of the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in Notes an amount equal to the Yield Supplement Account Deposit. (b) On each Determination Date, the Servicer shall instruct the Indenture Trustee to withdraw on the related Distribution Date from the Yield Supplement Account and deposit to the Collection Account the Yield Supplement Deposit with respect to Amount for inclusion as part of the Total Distribution Amount for such Distribution Date. (c) On each Determination Date, the Servicer shall determine if (i) the Total Required Payment exceeds (ii) the sum of the Total Available Amount for the related Distribution Date and the amounts on deposit in the Reserve Account (prior to giving effect to withdrawals therefrom on such Distribution Date), and if such an excess exists the Servicer shall instruct the Indenture Trustee to withdraw from the Yield Supplement Account (to the extent of amounts available therein and after giving effect to withdrawals therefrom pursuant to Section 5.06(b)) on the related Distribution Date, an amount equal to such excess and deposit such amounts funds into the Collection Account for application pursuant to inclusion as part of the Total Distribution Amount for distribution on such Distribution Date in accordance with the priorities set forth in Section 5.06. 5.04(b). (d) On each Distribution Determination Date, the Servicer shall calculate the Specified Yield Supplement Account Balance for the related Distribution Date and shall notify the Indenture Trustee of such amount. The Servicer shall instruct the Indenture Trustee to withdraw on the related Distribution Date from the Yield Supplement Account the excess, if any, of the amount then on deposit in the Yield Supplement Account (after giving effect to all withdrawals therefrom for such Distribution Date pursuant to Section 5.06(b) and (c)) over the Specified Yield Supplement Account Balance and (i) apply pursuant to (and in order of) Sections 5.04(b)(vii) through 5.04(b)(x) that portion of such excess equal to the amount by which (x) the cumulative aggregate deposits to the Yield Supplement Account pursuant to section 5.04(b)(vi) exceeds (y) the cumulative aggregate excess amounts applied through the preceding Distribution Date pursuant to this Section 5.06(d)(i), and (ii) deposit any remaining excess to the Certificate Distribution Account; provided, however that no such withdrawals from the Yield Supplement Account shall be made pursuant to this Section 5.06(d) if the Reserve Account Balance for such Distribution Date (after giving effect to deposits thereto or and withdrawals therefrom on such Distribution Date) is greater less than the Required Yield Supplement AmountSpecified Reserve Account Balance. (e) Notwithstanding anything in this Section 5.06 to the contrary, if an Event of Default under the Relevant Trustee will deposit such excess into Indenture occurs and the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full maturities of the Notes under are accelerated pursuant to Section 5.02 of the Indenture, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested applied by the Relevant TrusteeIndenture Trustee in accordance with Section 5.04(b) of the Indenture. (f) Upon satisfaction of the Rating Agency Condition and delivery to the Indenture Trustee of an Opinion of Counsel to the effect that such action will not adversely affect the status of the Trust as a FASIT under the Code, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in Seller may eliminate the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on Certificate Yield Supplement Account and replace them with an alternative arrangement; provided, however, that any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable funds released from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of and the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Certificate Yield Supplement Account shall be deposited applied first towards and in reduction (but not below zero) of the Collection Account on each Distribution Date, YSA Regular Interest principal balance and losses interest thereon through the date of such release at the YSA Regular Interest Rate and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability thereafter as collections in respect of losses incurred as a result of Receivables to be included in the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directionsTotal Distribution Amount. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, The Seller shall establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include Collateral Agent an Eligible Deposit Account to secure the money and other property deposited and held therein pursuant to Seller's obligations under the Yield Supplement Agreement (the "YIELD SUPPLEMENT ACCOUNT"). The Yield Supplement Account and this Section 5.08any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders. The Yield Supplement Account shall initially be maintained at Bankers Trust Company. (b) On or prior In order to provide for the Closing Date, prompt payment by the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into of the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution DateAmount, to assure availability of the extent amounts then on deposit maintained in the Yield Supplement Account are sufficient therefor, and as security for the Relevant Trustee will withdraw amounts then on deposit in performance by the Seller of its obligations under the Yield Supplement Account in an amount equal Agreement the Seller, on behalf of itself and its successors and assigns, hereby pledges to the Yield Supplement Deposit with respect to such Distribution Date Collateral Agent and deposit such amounts into its successors and assigns for the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full benefit of the Notes under the IndentureCertificateholders, as directed all of its right, title and interest in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in and to the Yield Supplement Account, and all rights to proceeds of the Yield Supplement Account and foregoing, including, without limitation, all other collateral registered or amounts and investments held therein from time to the Seller. (c) All amounts held time in the Yield Supplement Account shall be invested by (whether in the Relevant Trusteeform of deposit accounts, as directed Physical Property, book-entry securities, uncertificated securities or otherwise) including, without limitation, the Yield Supplement Initial Deposit, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in writing by this Section, the Servicer"YIELD SUPPLEMENT ACCOUNT PROPERTY"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in Eligible Investments; provided that if (x) trust for the Servicer uses and purposes, and subject to the terms and provisions, set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall have failed to give investment directions for any funds on deposit in hold and distribute the Yield Supplement Account to Property in accordance with the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer terms and the Indenture Trustee) on any Business Day, or (y) a Default or Event provisions of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directionsthis Section. (d) The Trust, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes.

Yield Supplement Account. (a) [In order to assure that sufficient amounts to make required distributions of interest to Noteholders will be available, the Servicer, on behalf of the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement AgreementIndenture Trustee, shall establish and maintain with in the Securities Intermediary a segregated trust name of the Indenture Trustee an account (“the “Yield Supplement Account”) in the name of which shall be an Eligible Account initially established with the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08. (b) On or prior to the Closing Date, the Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Amount into the Yield Supplement Account pursuant to the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account are sufficient therefor, the Relevant Trustee will withdraw amounts then on deposit in the Yield Supplement Account in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture, Indenture as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account, and all rights to the Yield Supplement Account and all other collateral registered or held therein to the Seller. (c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable received from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Relevant Trustee to make any investment of any funds or to sell any investment held in the Yield Supplement Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. (d) The Trust, the Owner Trustee, the Seller Seller, and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Trust for federal income tax and all other purposes. (e) Pursuant to the Yield Supplement Agreement and the Indenture, the Trust will grant to the Indenture Trustee, for the benefit of the Noteholders [and the Swap Counterparty], a security interest in all funds (including Eligible Investments) in the Yield Supplement Account (including the Initial Yield Supplement Amount) and the proceeds thereof to secure the payment of interest on the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto. If for any reason the Yield Supplement Account is no longer an Eligible Account, the Relevant Trustee shall promptly cause the Yield Supplement Account to be moved to another institution or otherwise changed so that the Yield Supplement Account becomes an Eligible Account. (f) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Yield Supplement Account.]