Common use of Establishment of Collection Account and Excess Funding Account Clause in Contracts

Establishment of Collection Account and Excess Funding Account. Servicer, for the benefit of the Holders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holders. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Holders. Except as expressly provided in the Indenture, Indenture Trustee agrees that it shall have no right of set-off or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuer, any Holder or any Enhancement Provider. If at any time the institution with which the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institution, Indenture Trustee (or Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account meeting the conditions specified above and transfer any cash or any investments from the affected account to such new account, and from the date such new account is established, it shall be the “Collection Account” or the “Excess Funding Account,” as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Investment. On each Transfer Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this Indenture, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. The Servicer, for the benefit of the HoldersCertificateholders, shall establish and maintain in the name of Indenture the Trustee a segregated trust account with a Qualified Institution (the “Collection Account”), an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders Certificateholders (the “Excess Funding Collection Account”). The Collection Account and the Excess Funding Account shall initially be established currently is maintained with Indenture TrusteeThe Bank of New York. Indenture The Trustee shall possess all right, title and interest in all funds on deposit and property from time to time on deposit in or credited to the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holdersthereof. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the HoldersTrustee. Except as expressly provided in this Agreement, the Indenture, Indenture Trustee Servicer agrees that it shall have no right of set-off setoff or banker’s lien against, and no right to otherwise deduct from, any funds or property held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trustee, the Trust, any Holder Certificateholder or any Enhancement ProviderSeries Enhancer. If If, at any time the institution with which time, the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture the Trustee (or the Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 thirty (30) calendar days, as to which the each Rating Agency Condition is satisfiedmay consent) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Collection Account meeting the conditions specified above and above, transfer any cash funds or any investments from the affected account property to such new account, Collection Account and from the date such new account Collection Account is established, it shall be the “Collection Account.” or the “Excess Funding Account,” as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall(other than amounts deposited pursuant to Section 2.06, 9.02, 10.01 or 12.02) shall at the direction of Servicer, the Servicer be invested by Indenture the Trustee in Permitted Eligible Investments selected by the Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by Indenture the Trustee. The Trustee for shall (i) hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the benefit Trustee that (A) such investment property shall at all times be credited to a securities account of the Holders. Indenture Trustee, (B) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (C) all property credited to such securities account shall maintain for be treated as a financial asset, (D) such securities intermediary shall comply with entitlement orders originated by the benefit Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Trustee to comply with entitlement orders originated by any person or entity other than the Trustee, (F) such securities account and the property credited thereto shall not be subject to any lien or encumbrance on, security interest in, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee), (G) such agreement shall be governed by the laws of the Holders State of New York, and (H) the State of New York shall be the securities intermediary’s jurisdiction for purposes of the UCC; and (ii) maintain possession of each other Eligible Investment not described in clause (i) above in the negotiable instruments or securitiesState of New York, if any, evidencing such Permitted Investmentsseparate and apart from all other property held by the Trustee. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Eligible Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of maturity. Unless directed by the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted InvestmentServicer, a default occurs funds deposited in the payment of principal, interest or any other amount Collection Account on a Transfer Date with respect to such Permitted Investmentthe next following Distribution Date are not required to be invested overnight. On each Transfer Distribution Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted paid to or at the direction of the Transferor, except as otherwise specified in any Supplement. For purposes of determining the availability of funds or the balances in the Collection Account for any reason under this Agreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Excess Funding Account”). The Excess Funding Account currently is maintained with The Bank of New York. The Trustee shall possess all right, title and interest in all funds and property from time to time on deposit in or credited to the Excess Funding Account and in all proceeds thereof. The Excess Funding Account shall be under the sole dominion and control of the Trustee. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Excess Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Excess Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) 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 Excess Funding Account meeting the conditions specified above, transfer any funds and property to such new Excess Funding Account and from the date such new Excess Funding Account is established, it shall be the “Excess Funding Account.” Funds on deposit in the Excess Funding Account shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee. The Trustee shall (i) hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (A) such investment property shall at all times be credited to a securities account of the Trustee, (B) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (C) all property credited to such securities account shall be treated as a financial asset, (D) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Trustee to comply with entitlement orders originated by any person or entity other than the Trustee, (F) such securities account and the property credited thereto shall not be subject to any lien or encumbrance on, security interest in, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee), (G) such agreement shall be governed by the laws of the State of New York, and (H) the State of New York shall be the securities intermediary’s jurisdiction for purposes of the UCC; and (ii) maintain possession of each other Eligible Investment not described in clause (i) above in the State of New York, separate and apart from all other property held by the Trustee. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Funds on deposit in the Excess Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Eligible Investment shall be disposed of prior to its maturity. Unless directed by the Servicer, funds deposited in the Excess Funding Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period. Funds on deposit in the Excess Funding Account will be withdrawn and paid to the Transferor on any Business Day to the extent that the Transferor’s Participation Amount exceeds the Required Transferor’s Interest and the aggregate amount of Principal Receivables exceeds the Required Principal Balance on such date; provided, except however, that, if an Accumulation Period, Controlled Amortization Period or Early Amortization Period has commenced and is continuing with respect to one or more outstanding Series, any funds on deposit in the Excess Funding Account shall be treated as otherwise specified Shared Principal Collections and shall be allocated and distributed in any Indenture Supplementaccordance with Section 4.04 and the terms of the Supplements for the Principal Sharing Series. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this IndentureAgreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. The Servicer, for the benefit of the HoldersCertificateholders, shall establish and maintain in the name of Indenture the Trustee a segregated trust account with a Qualified Institution (the “Collection Account”), an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders Certificateholders (the “Excess Funding Collection Account”). The Collection Account and the Excess Funding Account shall initially be established currently is maintained with Indenture TrusteeThe Bank of New York Mellon. Indenture The Trustee shall possess all right, title and interest in all funds on deposit and property from time to time on deposit in or credited to the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holdersthereof. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the HoldersTrustee. Except as expressly provided in this Agreement, the Indenture, Indenture Trustee Servicer agrees that it shall have no right of set-off setoff or banker’s lien against, and no right to otherwise deduct from, any funds or property held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trustee, the Trust, any Holder Certificateholder or any Enhancement ProviderSeries Enhancer. If If, at any time the institution with which time, the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture the Trustee (or the Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 thirty (30) calendar days, as to which the each Rating Agency Condition is satisfiedmay consent) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Collection Account meeting the conditions specified above and above, transfer any cash funds or any investments from the affected account property to such new account, Collection Account and from the date such new account Collection Account is established, it shall be the “Collection Account.” or the “Excess Funding Account,” as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall(other than amounts deposited pursuant to Section 2.06, 9.02, 10.01 or 12.02) shall at the direction of Servicer, the Servicer be invested by Indenture the Trustee in Permitted Eligible Investments selected by the Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by Indenture the Trustee. The Trustee for shall (i) hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the benefit Trustee that (A) such investment property shall at all times be credited to a securities account of the Holders. Indenture Trustee, (B) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (C) all property credited to such securities account shall maintain for be treated as a financial asset, (D) such securities intermediary shall comply with entitlement orders originated by the benefit Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Trustee to comply with entitlement orders originated by any person or entity other than the Trustee, (F) such securities account and the property credited thereto shall not be subject to any lien or encumbrance on, security interest in, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee), (G) such agreement shall be governed by the laws of the Holders State of New York, and (H) the State of New York shall be the securities intermediary’s jurisdiction for purposes of the UCC; and (ii) maintain possession of each other Eligible Investment not described in clause (i) above in the negotiable instruments or securitiesState of New York, if any, evidencing such Permitted Investmentsseparate and apart from all other property held by the Trustee. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Eligible Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of maturity. Unless directed by the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted InvestmentServicer, a default occurs funds deposited in the payment of principal, interest or any other amount Collection Account on a Transfer Date with respect to such Permitted Investmentthe next following Distribution Date are not required to be invested overnight. On each Transfer Distribution Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted paid to or at the direction of the Transferor, except as otherwise specified in any Supplement. For purposes of determining the availability of funds or the balances in the Collection Account for any reason under this Agreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Excess Funding Account”). The Excess Funding Account currently is maintained with The Bank of New York Mellon. The Trustee shall possess all right, title and interest in all funds and property from time to time on deposit in or credited to the Excess Funding Account and in all proceeds thereof. The Excess Funding Account shall be under the sole dominion and control of the Trustee. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Excess Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Excess Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) 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 Excess Funding Account meeting the conditions specified above, transfer any funds and property to such new Excess Funding Account and from the date such new Excess Funding Account is established, it shall be the “Excess Funding Account.” Funds on deposit in the Excess Funding Account shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee. The Trustee shall (i) hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (A) such investment property shall at all times be credited to a securities account of the Trustee, (B) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (C) all property credited to such securities account shall be treated as a financial asset, (D) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Trustee to comply with entitlement orders originated by any person or entity other than the Trustee, (F) such securities account and the property credited thereto shall not be subject to any lien or encumbrance on, security interest in, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee), (G) such agreement shall be governed by the laws of the State of New York, and (H) the State of New York shall be the securities intermediary’s jurisdiction for purposes of the UCC; and (ii) maintain possession of each other Eligible Investment not described in clause (i) above in the State of New York, separate and apart from all other property held by the Trustee. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Funds on deposit in the Excess Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Eligible Investment shall be disposed of prior to its maturity. Unless directed by the Servicer, funds deposited in the Excess Funding Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period. Funds on deposit in the Excess Funding Account will be withdrawn and paid to the Transferor on any Business Day to the extent that the Transferor’s Participation Amount exceeds the Required Transferor’s Interest and the aggregate amount of Principal Receivables exceeds the Required Principal Balance on such date; provided, except however, that, if an Accumulation Period, Controlled Amortization Period or Early Amortization Period has commenced and is continuing with respect to one or more outstanding Series, any funds on deposit in the Excess Funding Account shall be treated as otherwise specified Shared Principal Collections and shall be allocated and distributed in any Indenture Supplementaccordance with Section 4.04 and the terms of the Supplements for the Principal Sharing Series. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this IndentureAgreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. Servicer, for the benefit of the Holders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution Trustee, on behalf of the Trust, two Eligible Deposit Accounts (the “Collection Account”"COLLECTION ACCOUNT" and the "EXCESS FUNDING ACCOUNT"), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holders. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Holders. Except as expressly provided in the Indenturethis Agreement, Indenture Trustee agrees that it shall have no right of set-off or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trust, any Holder or any Enhancement Provider. If at any time the institution with which the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture Trustee (or Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Eligible Deposit Account meeting the conditions specified above and transfer any cash or any investments from the affected account to such new account, and from the date such new account is established, it shall be the “"Collection Account” " or the “"Excess Funding Account,” " as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Eligible Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Eligible Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Eligible Investments that will mature so that all funds will be available at the 49 close of business on the Transfer Date following such Monthly Period. No Permitted Eligible Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Eligible Investment or (ii) prior to the maturity of such Permitted Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Eligible Investment. On each Transfer Distribution Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this IndentureAgreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture the Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture The Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds Unless otherwise directed by Servicer, funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest Amount exceeds the Minimum Specified Transferor Interest Amount on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal ShortfallShortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest Amount would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. On and after the Certificate Trust Termination Date, Servicer, for the benefit of the Holders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution (the “"Collection Account”"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. On and after the Certificate Trust Termination Date, Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “"Excess Funding Account”"). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holders. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Holders. Except as expressly provided in the Indenture, Indenture Trustee agrees that it shall have no right of set-off or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuer, any 45 Holder or any Enhancement Provider. If at any time the institution with which the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institution, Indenture Trustee (or Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account meeting the conditions specified above and transfer any cash or any investments from the affected account to such new account, and from the date such new account is established, it shall be the “"Collection Account” " or the “"Excess Funding Account,” " as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Investment. On each Transfer Distribution Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this IndentureAgreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. The Servicer, for the benefit of the HoldersCertificateholders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution the Trustee, on behalf of the Trust, an Eligible Deposit Account (the “Collection Account”), or Eligible Deposit Accounts) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for Certificateholders (the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the "Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”"). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holdersthereof. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture the Trustee for the benefit of the HoldersCertificateholders. Except as expressly provided in this Agreement, the Indenture, Indenture Trustee Servicer agrees that it shall have no right of set-off setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trustee, the Trust, any Holder Certificateholder or any Enhancement ProviderSeries Enhancer. If If, at any time the institution with which time, the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture the Trustee (or the Servicer on its behalf) shall within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, as to which the each Rating Agency Condition is satisfiedmay consent) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Collection Account meeting the conditions specified above and above, transfer any cash or any investments from the affected account to such new account, Collection Account and from the date such new account Collection Account is established, it shall be the “"Collection Account” or ." 51 Unless otherwise agreed to by each Rating Agency, if at any time neither Colonial nor any Affiliate of Colonial is the “Excess Funding Account,” as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Investment. On each Transfer Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this Indenture, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn moved from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, Colonial if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplementthen maintained there.

Establishment of Collection Account and Excess Funding Account. The Servicer, for the benefit of the HoldersCertificateholders, shall establish and maintain in the name of Indenture the Trustee a segregated trust account with a Qualified Institution an Eligible Deposit Account (the “Collection Account”), or Eligible Deposit Accounts) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for Certificateholders (the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the "Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”"). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holdersthereof. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture the Trustee for the benefit of the HoldersCertificateholders. Except as expressly provided in this Agreement, the Indenture, Indenture Trustee Servicer agrees that it shall have no right of set-off setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trustee, the Trust, any Holder Certificateholder or any Enhancement ProviderSeries Enhancer. If If, at any time the institution with which time, the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture the Trustee (or the Servicer on its behalf) shall within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, as to which the each Rating Agency Condition is satisfiedmay consent) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Collection Account meeting the conditions specified above and above, transfer any cash or any investments from the affected account to such new account, Collection Account and from the date such new account Collection Account is established, it shall be the “"Collection Account” or ." Unless otherwise agreed to by each Rating Agency, if at any time neither Fleet (RI) nor any Affiliate of Fleet (RI) is the “Excess Funding Account,” as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Investment shall be disposed of prior to its maturity unless Servicer so directs and either moved from Fleet (iRI) such disposal will not result in a loss of all or part of the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Investment. On each Transfer Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this Indenture, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplementthen maintained there.

Establishment of Collection Account and Excess Funding Account. The Servicer, for the benefit of the HoldersCertificateholders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution (the “Collection Account”)Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for Certificateholders (the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the "Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”"). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee[Servicer Name]. Indenture The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holdersthereof. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture the Trustee for the benefit of the HoldersCertificateholders. Except as expressly provided in this Agreement, the Indenture, Indenture Trustee Servicer agrees that it shall have no right of set-off setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trustee, the Trust, any Holder Certificateholder or any Enhancement ProviderSeries Enhancer. If If, at any time the institution with which time, the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the each Rating Agency Condition is satisfiedmay consent) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Collection Account meeting the conditions specified above and above, transfer any cash or any and/or investments from the affected account to such new account, collection account and from the date such new account Collection Account is established, it shall be the “"Collection Account” or ". Unless otherwise agreed by each Rating Agency, if at any time neither [Servicer Name] nor any other Affiliate of [Servicer Name] is the “Excess Funding Account,” as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Investment shall be disposed of prior to its maturity unless moved from [Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Investment. On each Transfer Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this Indenture, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, Name] if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplementthen maintained there.

Establishment of Collection Account and Excess Funding Account. Servicer, for the benefit of the Holders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution two Eligible Deposit Accounts (the “Collection Account”"COLLECTION ACCOUNT" and the "EXCESS FUNDING ACCOUNT"), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holders. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Holders. Except as expressly provided in the this Indenture, Indenture Trustee agrees that it shall have no right of set-off or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuer, any Holder or any Enhancement Provider. If at any time the institution with which the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture Trustee (or Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Eligible Deposit Account meeting the conditions specified above and transfer any cash or any investments from the affected account to such new account, and from the date such new account is established, it shall be the “"Collection Account” " or the “"Excess Funding Account,” " as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Eligible Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Eligible Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Eligible Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Eligible Investment or (ii) prior to the maturity of such Permitted Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Eligible Investment. On each Transfer Distribution Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this IndentureAgreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds Unless otherwise directed by Servicer, funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest Amount exceeds the Minimum Specified Transferor Interest Amount on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an 49 Amortization Period, Servicer shall determine the aggregate amounts of Principal ShortfallShortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest Amount would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. Servicer(a) The Indenture Trustee, for the benefit of the HoldersNoteholders and any Series Enhancers, shall will establish and maintain with the Indenture Trustee or its nominee in the name of the Indenture Trustee a segregated trust account with Trustee, on behalf of the Issuer, a Qualified Institution Account (the “Collection Account”), including any subaccounts thereof) bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held for the benefit of the Holders. Servicer, for Noteholders and any Series Enhancers (the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the "Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”"). The Collection Account will consist of two segregated subaccounts: (i) the "Collection Account Securities Subaccount" to which financial assets credited to the Collection Account will be credited, and as to which financial assets the Excess Funding Account shall initially be established with Indenture Trustee. Securities Intermediary undertakes to treat the Indenture Trustee shall as entitled to exercise the rights that comprise such financial assets and (ii) the "Collection Account Cash Subaccount" to which money or instruments deposited in the Collection Account will be credited. The Indenture Trustee will possess all right, title and interest in all funds on Eligible Investments and all monies, instruments, securities, securities entitlements, documents, certificates of deposit and other property from time to time on deposit in or credited to the Collection Account and the Excess Funding Account and in all proceeds interest, proceeds, earnings, income, revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) for the benefit of the HoldersNoteholders and any Series Enhancers. The Collection Account and the Excess Funding Account shall will be under the sole dominion and control of the Indenture Trustee for the benefit of the HoldersNoteholders and any Series Enhancers. Except as expressly provided in this Indenture and the IndentureTransfer and Servicing Agreement[s], Indenture Trustee the Servicer agrees that it shall have has no right of set-off setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds and other property held in the Collection Account or the Excess Funding Account for any amount owed to it by the Indenture Trustee, the Issuer, any Holder Noteholder or any Enhancement ProviderSeries Enhancer. If If, at any time the institution with which time, the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified InstitutionAccount, the Indenture Trustee (or the Servicer on its behalf) shall ), within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, as to which the each Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such changemay consent), will establish a new account Collection Account meeting the conditions specified above and above, transfer any cash or any investments from the affected account monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new account, Collection Account and from the date such new account Collection Account is established, it shall will be the “"Collection Account” or the “Excess Funding Account,” as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Investment. On each Transfer Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this Indenture, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement."

Establishment of Collection Account and Excess Funding Account. Servicer, for the benefit of the Holders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution two Eligible Deposit Accounts (the “Collection Account” and the “Excess Funding Account”), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holders. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Holders. Except as expressly provided in the this Indenture, Indenture Trustee agrees that it shall have no right of set-off or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuer, any Holder or any Enhancement Provider. If at any time the institution with which the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture Trustee (or Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Eligible Deposit Account meeting the conditions specified above and transfer any cash or any investments from the affected account to such new account, and from the date such new account is established, it shall be the “Collection Account” or the “Excess Funding Account,” as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Eligible Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by Indenture Trustee for the benefit of the HoldersHolders pursuant to Section 6.14. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Eligible Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Eligible Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Eligible Investment or (ii) prior to the maturity of such Permitted Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Eligible Investment. On each Transfer Distribution Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this IndentureAgreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds Unless otherwise directed by Servicer, funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest Amount exceeds the Minimum Transferor Interest Amount on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal ShortfallShortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Shared Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. Servicer(a) Issuer, for the benefit of the Holders, shall establish and maintain with a Qualified Depository Institution in the name of Indenture Receivables Trust Trustee a segregated trust account with a Qualified Institution two Eligible Deposit Accounts (the “Collection Account” and the “Excess Funding Account”), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the HoldersTrust Investors. Servicer, Any Indenture Supplement may provide for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institutionadditional accounts (“Series Accounts”), which may be a subaccount subaccounts of the Collection AccountAccount maintained for bookkeeping purposes, bearing a designation clearly indicating that the funds deposited therein are held for the benefit purpose of allocation and distribution of amounts allocated hereunder for the Holders (the “Excess Funding Account”)related Series. The Collection Account and the Excess Funding Account shall be treated as securities accounts and shall be initially be established with Indenture Receivables Trust Trustee, and shall be subject to Section 6.14. Indenture Receivables Trust Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the HoldersTrust Investors. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Receivables Trust Trustee for the benefit of the HoldersTrust Investors. Except as expressly provided in the this Indenture, the Indenture Trustee agrees that it shall have no right of set-off or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by IssuerServicer, any Holder Transferor, Issuer or any Enhancement ProviderTrust Investors. If at any time the institution with which the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, the Indenture Trustee if it is Receivables Trust Trustee (or Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Eligible Deposit Account meeting the conditions specified above and transfer any cash or any investments from the affected account to such new account, and from the date such new account is established, it shall be the “Collection Account” or the “Excess Funding Account,” as the case may be. So long The Servicer shall have the power to instruct the Indenture Trustee as FNBO remains as Servicer, it is hereby authorized Receivables Trust Trustee or such Qualified Depository Institution to withdraw funds from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Investments shall be held by Indenture Trustee for the benefit purpose of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Investment shall be disposed of prior to carrying out its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Investment. On each Transfer Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this Indenture, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplementduties hereunder.

Establishment of Collection Account and Excess Funding Account. Servicer, for the benefit of the Holders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution two Eligible Deposit Accounts (the “Collection Account”"COLLECTION ACCOUNT" and the "EXCESS FUNDING ACCOUNT"), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holders. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Holders. Except as expressly provided in the this Indenture, Indenture Trustee agrees that it shall have no right of set-off or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuer, any Holder or any Enhancement Provider. If at any time the institution with which the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture Trustee (or Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Eligible Deposit Account meeting the conditions specified above and transfer any cash or any investments from the affected account to such new account, and from the date such new account is established, it shall be the “"Collection Account” " or the “"Excess Funding Account,” " as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Eligible Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Eligible Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Eligible Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Eligible Investment or (ii) prior to the maturity of such Permitted Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Eligible Investment. On each Transfer Distribution Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this IndentureAgreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds Unless otherwise directed by Servicer, funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest Amount exceeds the Minimum Specified Transferor Interest Amount on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal ShortfallShortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest Amount would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. The Servicer, for the benefit of the HoldersCertificateholders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution the Trustee, on behalf of the Trust, an Eligible Deposit Account (the “Collection Account”), or Eligible Deposit Accounts) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for Certificateholders (the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the "Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”"). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holdersthereof. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture the Trustee for the benefit of the HoldersCertificateholders. Except as expressly provided in this Agreement, the Indenture, Indenture Trustee Servicer agrees that it shall have no right of set-off setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trustee, the Trust, any Holder Certificateholder or any Enhancement ProviderSeries Enhancer. If If, at any time the institution with which time, the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture the Trustee (or the Servicer on its behalf) shall within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, as to which the each Rating Agency Condition is satisfiedmay consent) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Collection Account meeting the conditions specified above and above, transfer any cash or any investments from the affected account to such new account, Collection Account and from the date such new account Collection Account is established, it shall be the “"Collection Account” or ." Unless otherwise agreed to by each Rating Agency, if at any time neither The Travelers Bank nor any Affiliate of The Travelers Bank is the “Excess Funding Account,” as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Investment. On each Transfer Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this Indenture, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn moved from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, The Travelers Bank if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplementthen maintained there.

Establishment of Collection Account and Excess Funding Account. The Servicer, for the benefit of the HoldersCertificateholders, shall establish and maintain in the name of Indenture the Trustee a segregated trust account with a Qualified Institution (the “Collection Account”), an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders Certificateholders (the “Excess Funding Collection Account”). The Collection Account and the Excess Funding Account shall initially be established currently is maintained with Indenture TrusteeThe Bank of New York. Indenture The Trustee shall possess all right, title and interest in all funds on deposit and property from time to time on deposit in or credited to the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holdersthereof. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the HoldersTrustee. Except as expressly provided in this Agreement, the Indenture, Indenture Trustee Servicer agrees that it shall have no right of set-off setoff or banker’s lien against, and no right to otherwise deduct from, any funds or property held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trustee, the Trust, any Holder Certificateholder or any Enhancement ProviderSeries Enhancer. If If, at any time the institution with which time, the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture the Trustee (or the Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 thirty (30) calendar days, as to which the each Rating Agency Condition is satisfiedmay consent) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Collection Account meeting the conditions specified above and above, transfer any cash funds or any investments from the affected account property to such new account, Collection Account and from the date such new account Collection Account is established, it shall be the “Collection Account.” or the “Excess Funding Account,” as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall(other than amounts deposited pursuant to Section 2.06, 9.02, 10.01 or 12.02) shall at the direction of Servicer, the Servicer be invested by Indenture the Trustee in Permitted Eligible Investments selected by the Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by Indenture Trustee for the benefit of the HoldersTrustee. Indenture The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (A) such disposal will not result in investment property shall at all times be credited to a loss of all or part securities account of the principal portion of Trustee, (B) such Permitted Investment or (ii) prior securities intermediary shall treat the Trustee as entitled to exercise the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or any other amount with respect rights that comprise each financial asset credited to such Permitted Investment. On each Transfer Datesecurities account, (iC) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted property credited to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account such securities account shall be treated as Collections of Finance Charge Receivables a financial asset, (D) such securities intermediary shall comply with respect to entitlement orders originated by the last day of Trustee without the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this Indenture, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation further consent of any other person or entity, (E) such investment prior securities intermediary shall not agree with any person or entity other than the Trustee to its stated maturity comply with entitlement orders originated by any person or entity other than the failure Trustee, (F) such securities account and the property credited thereto shall not be subject to any lien or encumbrance on, security interest in, or right of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder set-off in the absence favor of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less securities intermediary or anyone claiming through it (other than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such SeriesTrustee), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.,

Establishment of Collection Account and Excess Funding Account. Servicer, for the benefit of the Holders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution Trustee, on behalf of the Trust, two Eligible Deposit Accounts (the “Collection Account” and the “Excess Funding Account”), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holders. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Holders. Except as expressly provided in the Indenturethis Agreement, Indenture Trustee agrees that it shall have no right of set-off or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trust, any Holder or any Enhancement Provider. If at any time the institution with which the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture Trustee (or Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Eligible Deposit Account meeting the conditions specified above and transfer any cash or any investments from the affected account to such new account, and from the date such new account is established, it shall be the “Collection Account” or the “Excess Funding Account,” as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Eligible Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Eligible Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Eligible Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Eligible Investment or (ii) prior to the maturity of such Permitted Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Eligible Investment. On each Transfer Distribution Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this IndentureAgreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds Unless otherwise directed by Servicer, funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest Amount exceeds the Minimum Specified Transferor Interest Amount on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal ShortfallShortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest Amount would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. Servicer, for the benefit of the Holders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution Trustee, on behalf of the Trust, two Eligible Deposit Accounts (the “"Collection Account”" and the "Excess Funding Account"), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holders. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Holders. Except as expressly provided in the Indenturethis Agreement, Indenture Trustee agrees that it shall have no right of set-off or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trust, any Holder or any Enhancement Provider. If at any time the institution with which the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture Trustee (or Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Eligible Deposit Account meeting the conditions specified above and transfer any cash or any investments from the affected account to such new account, and from the date such new account is established, it shall be the “"Collection Account” " or the “"Excess Funding Account,” " as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Eligible Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Eligible Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Eligible Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Eligible Investment or (ii) prior to the maturity of such Permitted Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Eligible Investment. On each Transfer Distribution Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this IndentureAgreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture the Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture The Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds Unless otherwise directed by Servicer, funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest Amount exceeds the Minimum Specified Transferor Interest Amount on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal ShortfallShortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest Amount would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. Servicer, for the benefit of the Holders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution Trustee, on behalf of the Trust, two Eligible Deposit Accounts (the “Collection Account”"COLLECTION ACCOUNT" and the "EXCESS FUNDING ACCOUNT"), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holders. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Holders. Except as expressly provided in the Indenturethis Agreement, Indenture Trustee agrees that it shall have no right of set-off or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trust, any Holder or any Enhancement Provider. If at any time the institution with which the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture Trustee (or Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Eligible Deposit Account meeting the conditions specified above and transfer any cash or any investments from the affected account to such new account, and from the date such new account is established, it shall be the “"Collection Account” " or the “"Excess Funding Account,” " as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Eligible Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Eligible Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Eligible Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Eligible Investment or (ii) prior to the maturity of such Permitted Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Eligible Investment. On each Transfer Distribution Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this IndentureAgreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture the Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture The Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds Unless otherwise directed by Servicer, funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest Amount exceeds the Minimum Specified Transferor Interest Amount on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal ShortfallShortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest Amount would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. (a) The Servicer, for the benefit of the HoldersNoteholders, shall establish and maintain with the Indenture Trustee or its nominee in the name of the Indenture Trustee a segregated trust account with Trustee, on behalf of the Trust, a Qualified Institution Account (the “Collection Account”), including any subaccount thereof) bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held for the benefit of the Holders. Servicer, for Noteholders (the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the "Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”"). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on monies, instruments, investment property, documents, certificates of deposit and other property credited from time to time in to the Collection Account and the Excess Funding Account and in all proceeds proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the HoldersNoteholders. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the HoldersNoteholders. Except as expressly provided in this Indenture and the IndentureTransfer and Servicing Agreement, Indenture Trustee the Servicer agrees that it shall have no right of set-off setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Indenture Trustee, the Trust, any Holder Noteholder or any Enhancement ProviderSeries Enhancer. If If, at any time the institution with which time, the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified InstitutionAccount, the Indenture Trustee (or the Servicer on its behalf) shall within 10 ten (10) Business Days (or such longer period, not to exceed 30 thirty (30) calendar days, as to which the each Rating Agency Condition is satisfiedmay consent) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Collection Account meeting the conditions specified above and above, transfer any cash or any investments from the affected account monies, documents, instruments, investment property, certificates of deposit and other property to such new account, Collection Account and from the date such new account Collection Account is established, it shall be the “"Collection Account” or ." Pursuant to the “Excess Funding Account,” as authority granted to the case may be. So long as FNBO remains as ServicerServicer in subsection 3.01(b) of the Transfer and Servicing Agreement, it is hereby authorized the Servicer shall have the power, revocable by the Indenture Trustee, to withdraw make withdrawals and payments from the Collection Account any funds not required by and to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer's or the applicable Indenture Supplement to be deposited Trustee's duties hereunder and under the Transfer and Servicing Agreement, as applicable. The Servicer shall reduce deposits into the Collection AccountAccount payable by the Transferor on any Deposit Date to the extent the Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Interest to an amount less than the Required Transferor Interest. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Section 2.06, 6.01, or 7.01 of the Excess Funding Account shall, Transfer and Servicing Agreement or Section 11.02 of this Indenture) shall at the written direction of Servicer, the Servicer be invested by the Indenture Trustee or its nominee in Permitted Eligible Investments selected by the Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by the Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted InvestmentsNoteholders pursuant to 6.15. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Eligible Investments that will mature so that all such funds will be available at no later than the close of business on the each monthly Transfer Date following such Monthly PeriodPeriod in amounts sufficient to the extent of such funds to make the required distributions on the following Payment Date. No Permitted such Eligible Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) maturity; provided, however, that the Indenture Trustee may sell, liquidate or dispose of any such Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal will would not result in a loss of all or part of the principal portion of such Permitted Eligible Investment or (ii) if, prior to the maturity of such Permitted Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Eligible Investment. Unless directed by the Servicer, funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Payment Date are not required to be invested overnight. On each Transfer Payment Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge and Administrative Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds The Indenture Trustee shall bear no responsibility or the balances in the Collection Account or the Excess Funding Account liability for any reason under losses resulting from investment or reinvestment of any funds in accordance with this Indenture, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable Section 8.03 nor for the selection of investments or for investment losses incurred thereon. Eligible Investments in accordance with the provisions of this Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of and any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest exceeds the Minimum Transferor Interest on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal Shortfall, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.

Establishment of Collection Account and Excess Funding Account. Servicer, for the benefit of the Holders, shall establish and maintain in the name of Indenture Trustee a segregated trust account with a Qualified Institution Trustee, on behalf of the Trust, two Eligible Deposit Accounts (the “Collection Account”"COLLECTION ACCOUNT" and the "EXCESS FUNDING ACCOUNT"), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders. Servicer, for the benefit of the Holders, shall also establish and maintain in the name of Indenture Trustee, a segregated trust account with a Qualified Institution, which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders (the “Excess Funding Account”). The Collection Account and the Excess Funding Account shall initially be established with Indenture Trustee. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Excess Funding Account and in all proceeds thereof for the benefit of the Holders. The Collection Account and the Excess Funding Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Holders. Except as expressly provided in the Indenturethis Agreement, Indenture Trustee agrees that it shall have no right of set-off or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account or the Excess Funding Account for any amount owed to it by Issuerthe Trust, any Holder or any Enhancement Provider. If at any time the institution with which the Collection Account or the Excess Funding Account is maintained ceases to be a Qualified Institutionan Eligible Deposit Account, Indenture Trustee (or Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) of receipt by a Responsible Officer of Trustee of written notice or actual knowledge of such change, establish a new account Eligible Deposit Account meeting the conditions specified above and transfer any cash or any investments from the affected account to such new account, and from the date such new account is established, it shall be the “"Collection Account” " or the “"Excess Funding Account,” " as the case may be. So long as FNBO remains as Servicer, it is hereby authorized to withdraw from the Collection Account any funds not required by the Indenture or the applicable Indenture Supplement to be deposited into the Collection Account. Funds on deposit in the Collection Account and the Excess Funding Account shall, at the direction of Servicer, be invested by Indenture Trustee in Permitted Eligible Investments selected by Servicer, except that funds on deposit in either such account on any Transfer Date need not be invested through the immediately following Distribution Date. All such Permitted Eligible Investments shall be held by Indenture Trustee for the benefit of the Holders. Indenture Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Eligible Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Permitted Eligible Investments that will mature so that all funds will be available at the close of business on the Transfer Date following such Monthly Period. No Permitted Eligible Investment shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Eligible Investment or (ii) prior to the maturity of such Permitted Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Eligible Investment. On each Transfer Distribution Date, (i) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be remitted to the Servicer, and (ii) all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period, except as otherwise specified in any Indenture Supplement. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any reason under this IndentureAgreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of the party directing such investment to provide timely written investment direction. Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction. Funds Unless otherwise directed by Servicer, funds on deposit in the Excess Funding Account will be withdrawn and paid to Transferor on any day to the extent that the Transferor Interest Amount exceeds the Minimum Specified Transferor Interest Amount on such day; provided however, no funds shall be withdrawn from the Excess Funding Account for distribution to Transferor on any day on which the aggregate Principal Receivables in the Trust are less than the Minimum Aggregate Principal Receivables. On any Transfer Date on which one or more Series is in an Amortization Period, Servicer shall determine the aggregate amounts of Principal ShortfallShortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Indenture Supplement with respect to each such Series), and Servicer shall instruct Indenture Trustee to withdraw such amount from the Excess Funding Account (up to an amount equal to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Transferor Interest Amount would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified for Excess Principal Collections in each related Indenture Supplement.