Common use of Permitted Investments Clause in Contracts

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If Upon the written request of Borrowers, which request may be made once per Interest Accrual Period, Lender shall direct the Cash Collateral Account Bank to invest and reinvest any balance in the Cash Collateral Account from time to time in Permitted Investments as instructed by Borrowers; provided, however, that: (i) no if Borrowers fail to so instruct Lender, or if a Default or an Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has have occurred and is continuing, Lender shall direct the Qualified Institution will Cash Collateral Account Bank to invest and reinvest funds such balance in such Bank Account according to Permitted Investments as Lender shall determine in Lender’s discretion; (ii) the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder maturities of the Permitted Investments. If Cellco is not the Servicer, funds Investments on deposit in the Collection AccountCash Collateral Account shall, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(aextent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the Sub-Accounts must be made; (iii) or in the Transaction Documents, the Servicer all such Permitted Investments shall not allow amounts be held in the Collection name and be under the sole dominion and control of Lender; (iv) no Permitted Investment shall be made unless Lender shall retain a first priority perfected Lien in such Permitted Investment and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken; (v) Lender shall only be required to follow the written investment instructions which were most recently received by Lender and Borrowers shall be bound by such last received investment instructions; and (vi) any request from Borrowers containing investment instructions shall contain an Officer’s Certificate from Borrowers (which may be conclusively relied upon by Lender and its agents) that any such investments constitute Permitted Investments. It is the intention of the parties hereto that all amounts deposited in the Cash Collateral Account or shall at all times be invested in Permitted Investments. All funds in the Acquisition Cash Collateral Account that are invested in a Permitted Investment are deemed to be held in such Cash Collateral Account for all purposes of this Agreement and the other Loan Documents. Lender shall have no liability for any loss in investments of funds in the Cash Collateral Account that are invested in Permitted Investments (unless it is able invested contrary to maintain records Borrowers’ request other than after the occurrence of a Default or an Event of Default) and no such loss shall affect Borrowers’ obligation to fund, or liability for funding, the Cash Collateral Account and each Sub-Account, as the case may be. Borrowers and Lender agree that Borrowers shall include all such earnings and losses (other than those for Lender’s account in accordance with the immediately preceding sentence) on a daily basis the Cash Collateral Account as income of the applicable Borrowers for federal and applicable state tax purposes. Borrowers shall be responsible for any and all fees, costs and expenses with respect to the amounts realized from the investment of Collections received on each Originator’s ReceivablesPermitted Investments.

Permitted Investments. If Upon the written request of Borrowers, which request may be made once per Interest Accrual Period, Lender shall direct the Cash Collateral Account Bank to invest and reinvest any balance in the Cash Collateral Account from time to time in Permitted Investments as instructed by Borrowers; provided, however, that: (i) no if Borrowers fail to so instruct Lender, or if a Default or an Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has have occurred and is continuing, Lender shall direct the Qualified Institution will Cash Collateral Account Bank to invest and reinvest funds such balance in such Bank Account according to Permitted Investments as Lender shall determine in Lender's discretion; (ii) the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder maturities of the Permitted Investments. If Cellco is not the Servicer, funds Investments on deposit in the Collection AccountCash Collateral Account shall, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(aextent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the Sub-Accounts must be made; (iii) or in the Transaction Documents, the Servicer all such Permitted Investments shall not allow amounts be held in the Collection name and be under the sole dominion and control of Lender; (iv) no Permitted Investment shall be made unless Lender shall retain a first priority perfected Lien in such Permitted Investment and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken; (v) Lender shall only be required to follow the written investment instructions which were most recently received by Lender and Borrowers shall be bound by such last received investment instructions; and (vi) any request from Borrowers containing investment instructions shall contain an Officer's Certificate from Borrowers (which may be conclusively relied upon by Lender and its agents) that any such investments constitute Permitted Investments. It is the intention of the parties hereto that all amounts deposited in the Cash Collateral Account or shall at all times be invested in Permitted Investments. All funds in the Acquisition Cash Collateral Account that are invested in a Permitted Investment are deemed to be held in such Cash Collateral Account for all purposes of this Agreement and the other Loan Documents. Lender shall have no liability for any loss in investments of funds in the Cash Collateral Account that are invested in Permitted Investments (unless it is able invested contrary to maintain records Borrowers' request other than after the occurrence of a Default or an Event of Default) and no such loss shall affect Borrowers' obligation to fund, or liability for funding, the Cash Collateral Account and each Sub-Account, as the case may be. Borrowers and Lender agree that Borrowers shall include all such earnings and losses (other than those for Lender's account in accordance with the immediately preceding sentence) on a daily basis the Cash Collateral Account as income of the applicable Borrowers for federal and applicable state tax purposes. Borrowers shall be responsible for any and all fees, costs and expenses with respect to the amounts realized from the investment of Collections received on each Originator’s ReceivablesPermitted Investments.

Permitted Investments. If Upon the request of the Borrower, the Security Agent shall instruct Securities Intermediary to invest and reinvest any balances in any Collateral Account or any amounts held as Loss Proceeds from time to time solely in Permitted Investments, and solely at the expense and risk of the Borrower; provided, however, that (ia) no Default if the Borrower fails to provide such request or during any period when an Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred exists and is continuing, the Qualified Institution will Security Agent may instruct Securities Intermediary to invest and reinvest funds such balances as the Security Agent shall determine in its sole discretion and (b) the maturity of any Permitted Investment shall not exceed thirty (30) days and (c) the minimum amount of each such Permitted Investment shall be One Hundred Thousand Dollars ($100,000) (or, with respect to any Collateral Account, such lesser amount as equals the balance in such Bank Collateral Account according to at the last investment instructions received, if anytime). If no prior investment instructions have been Earnings on Permitted Investments shall be deposited on the date received by the Securities Intermediary (or if as soon as practicable thereafter) in the instructed Revenue Account for application as provided for in this Financing Agreement. All such investments are no longer available or permitted, and reinvestments shall be held as provided in the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are receivedAccount Control Agreement. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder Borrower shall bear all risk of the loss of capital from investments in Permitted Investments. If Cellco is not As long as the Servicer, funds on deposit in the Collection AccountSecurity Agent, the Acquisition AccountAdministrative Agent and the Securities Intermediary complied with all their respective obligations under the Financing Documents, none of the Administrative Agent, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account Security Agent or the Acquisition Account to Securities Intermediary shall be invested unless it liable for any loss resulting from any investment in any Permitted Investment or the sale, disposition, redemption or liquidation of such investment or by reason of the fact that the proceeds realized in respect of such sale, disposition, redemption or liquidation were less than that which might otherwise have been obtained, except if such liability is able to maintain records on a daily basis as to the amounts realized from the investment caused by gross negligence or willful misconduct of Collections received on each Originator’s Receivablessuch Person.

Permitted Investments. If Any Escrow Cash in the Escrow Fund shall be initially invested by the Escrow Agent in the Escrow Agent’s Insured Money Market Account (“IMMA”), as described in Attachment B hereto. The Stockholders Representatives may provide instructions changing the investment of the Escrow Cash in the Escrow Fund (subject to applicable minimum investment requirements) by the furnishing of a written direction to the Escrow Agent; provided that such investments and reinvestments shall be limited, to the extent permitted by law and as directed by the Stockholders Representatives, to (i) no Default obligations issued or Event guaranteed by the United States of Default has occurred and is continuing and America or any agency or instrumentality thereof, (ii) Cellco is obligations (including certificates of deposit and bankers’ acceptances) of domestic commercial banks which at the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition date of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account their last public reporting had total assets in excess of such amount $500,000,000, (iii) commercial paper rated at least A-1 or P-1 or, if not rated, issued by companies having outstanding debt rated at least AA or Aa and (iv) money market mutual funds invested exclusively in any Permitted Investments, other than (x) any investments set forth some or all of the securities described in the foregoing clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account), the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice and (iii). Absent receipt of specific written investment instructions from the Indenture Trustee that a Default or Event of Default has occurred and is continuingStockholders Representatives, the Qualified Institution will Escrow Agent shall invest the Escrow Cash in the IMMA. If otherwise qualified, obligations of the Escrow Agent or any of its affiliates shall qualify as permitted investments. Notwithstanding the foregoing, permitted investments shall be limited to those instruments readily obtainable and reinvest funds in such Bank Account according routinely offered by the Escrow Agent’s Corporate Trust Services. The parties acknowledge that to the last investment instructions receivedextent regulations of the Comptroller of the Currency or other applicable regulatory entity grant them the right to receive individual confirmations of security transactions at no additional cost, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permittedas they occur, the Indenture Trustee will notify parties specifically waive receipt of such confirmations to the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are receivedextent permitted by law. The Servicer may direct Escrow Agent will furnish the Indenture Trustee to consentParties with periodic cash transaction statements that include detail for all investment transactions made by the Escrow Agent hereunder. In no event shall the Escrow Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. The Escrow Agent shall have no liability for any investment losses, vote, waive or take including without limitation any other action, or not to take any action, market loss on any matters available investment liquidated prior to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit maturity in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything order to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on make a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablespayment required hereunder.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds Funds on deposit in the Collection Account, the Acquisition Principal Collection Account and the Reserve Account may be invested in Permitted Investments by or at the written direction of the Borrower, provided that if a Termination Event or Unmatured Termination Event shall have occurred, such amounts may continue to be invested in Permitted Investments according to the last written direction received from the Borrower. Absent written direction from the Borrower, then any funds in such accounts shall remain uninvested (without any requirement or liability to pay for interest or earnings). Any such written directions shall specify the particular investment to be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. Funds on deposit in the Collection Account, the Reserve Principal Collection Account and the Negative Carry Account Reserve Account, if invested, shall be invested in Permitted Investments that will remain uninvested. Notwithstanding anything mature so that such funds will be available no later than the Business Day prior to the contrary in this Section 4.2(a) or next Payment Date, except that in the Transaction Documentscase of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall be deposited in the Collection Account, the Servicer shall not allow amounts held in the Principal Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in any account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account, the Principal Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent's receipt of a broker's confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on a daily basis as to provided by the amounts realized from Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period. The Collateral Agent shall not be liable for any loss, including without limitation any loss of Collections received on each Originator’s Receivablesprincipal or interest, or for any breakage fees or penalties in connection with the purchase or liquidation of any investment made in accordance with the written instructions of the Borrower.

Permitted Investments. If Upon the written request of Borrower, which request may be made once per Interest Accrual Period, Lender shall direct the Cash Collateral Account Bank to invest and reinvest any balance in the Cash Collateral Account from time to time in Permitted Investments as instructed by Borrower; provided, however, that: (i) no if Borrower fails to so instruct Lender, or if a Default or an Event of Default has shall have occurred and is continuing be continuing, Lender may direct the Cash Collateral Account Bank to invest and reinvest such balance in Permitted Investments as Lender shall determine in Lender's discretion; (ii) Cellco is the Servicer, maturities of the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Cash Collateral Account (after giving effect shall, to the acquisition extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the Sub-Accounts must be made; (iii) all such Permitted Investments shall be held in the name and be under the sole dominion and control of Lender; (iv) no Permitted Investment shall be made unless Lender shall retain a first priority perfected Lien in such Permitted Investment and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken; (v) Lender shall only be required to follow the written investment instructions which were most recently received by Lender and Borrower shall be bound by such last received investment instructions; and (vi) any Additional Receivables on request from Borrower containing investment instructions shall contain an Officer's Certificate from Borrower (which may be conclusively relied upon by Lender and its agents) that any such date) investments constitute Permitted Investments. It is greater than 25% the intention of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any parties hereto that all amounts deposited in the Acquisition Cash Collateral Account shall at all times be invested in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any All funds in the Collection Cash Collateral Account that are invested in a Permitted Investment are deemed to be held in such Cash Collateral Account for all purposes of this Agreement and the other Loan Documents. Lender shall have no liability for any loss in investments of funds in the Cash Collateral Account that are invested in Permitted Investments (unless invested contrary to Borrower's request other than after the occurrence of a Default or an Event of Default) and no such loss shall affect Borrower's obligation to fund, or liability for funding, the Cash Collateral Account and each Sub-Account, as the Acquisition Account, case may be. Borrower and Lender agree that Borrower shall include all such earnings and losses (other than those for Lender's account in accordance with the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trusteeimmediately preceding sentence) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event Cash Collateral Account as income of Default has occurred Borrower for federal and is continuingapplicable state tax purposes. Borrower shall be responsible for any and all fees, the Qualified Institution will invest costs and reinvest funds in such Bank Account according expenses with respect to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. All moneys held by the Custodian in the Senior Pledged Revenue Fund, the Senior Payment Fund, the Senior Reserve Fund and the Cost of Issuance Fund shall be promptly invested or reinvested by the Custodian, at the written direction of the Authority, in Permitted Investments only. The Custodian may conclusively rely upon the Authority’s written instruction as to both the suitability and legality of the directed investments. If the Authority fails to provide written directions concerning investment of moneys held by the Custodian, the Custodian may invest in a money market fund, provided funds will be available for withdrawal from such money market fund prior to the date such funds will be needed. The Custodian may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades, including cash sweep account fees. The Custodian is not required to issue confirmations of Permitted Investments for any month in which a monthly statement is rendered by the Custodian. The Custodian will not issue a monthly statement for any fund or account if no activity occurred in such fund or account during such month. Unless otherwise confirmed or directed in writing, an account statement delivered periodically by the Custodian to the Authority shall confirm that the investment transactions identified therein accurately reflect the investment directions of the Authority, unless the Authority notified the custodian in writing to the contrary within thirty (30) days of the date of such statement. The Custodian is specifically authorized to purchase or invest in shares of any investment company that (i) no Default is registered under the Investment Company Act of 1940, as amended (including both corporations and Massachusetts business trusts, and including companies for which the Custodian may provide advisory, administrative, custodial, or Event of Default has occurred and is continuing and other services for compensation), (ii) Cellco invests substantially all of its assets in short-term high-quality money-market instruments, limited to obligations issued or guaranteed by the United States, and (iii) maintains a constant asset value per share. The Custodian is the Servicerspecifically authorized to implement its automated cash investments system to assure that cash on hand is invested and to charge reasonable cash management fees, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as which may be agreed by the Indenture Trustee) deducted from income earned on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesinvestments.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds Funds on deposit in the Collection Account, the Acquisition Principal Collection Account and the Reserve Account shall be invested in Permitted Investments by or at the written direction of the Borrower, provided that if a Termination Event or Unmatured Termination Event shall have occurred, such amounts shall continue to be invested in Permitted Investments according to the last written direction received from the Borrower. Absent written direction from the Borrower, then any funds in such accounts shall remain uninvested (without any requirement or liability to pay for interest or earnings). Any such written directions shall specify the particular investment to be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. Funds on deposit in the Collection Account, the Reserve Principal Collection Account and the Negative Carry Reserve Account shall be invested in Permitted Investments that will remain uninvested. Notwithstanding anything mature so that such funds will be available no later than the Business Day prior to the contrary in this Section 4.2(a) or next Payment Date, except that in the Transaction Documentscase of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall be deposited in the Collection Account, the Servicer shall not allow amounts held in the Principal Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in any account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account, the Principal Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent’s receipt of a broker’s confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on a daily basis as to provided by the amounts realized from Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period. The Collateral Agent shall not be liable for any loss, including without limitation any loss of Collections received on each Originator’s Receivablesprincipal or interest, or for any breakage fees or penalties in connection with the purchase or liquidation of any investment made in accordance with the written instructions of the Borrower.

Permitted Investments. If (iSection 1.1) no Default or Event of Default has occurred and is continuing and (ii) Cellco is On the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account Closing Date and the Negative Carry Account Amendment Date, Mully’s Max Mob LLC holds the Forever Oceans Interests, for which it paid (prior to the Closing Date) $125,000. Pursuant to the terms of the Purchase Agreement as in effect on the Amendment Date, Mxxxx’x Xxx Mob LLC is required to transfer this asset to the Pre-Acquisition Owners of Mully’s Max Mob LLC, or their designee, on or before December 31, 2021. Permitted Investments andLiens (Section 1.1) None. Prior Names (Section 5.5) None. Litigation (Section 5.6) None. Inbound Licenses (Section 5.12) None. Affiliate Transactions (Section 7.8) Each of the Notes payable listed in items 1-6 under Permitted Indebtedness above; provided that each of the Notes payable listed in items 1-5 shall be subject to the Subordination Agreement. Reimbursement Agreement, if investment instructions are receiveddated on or about the Closing Date, between the Indenture Trustee will direct Borrower and the Qualified Institution maintaining Permitted Holders pursuant to which the Bank Accounts Borrower agrees to invest reimburse the funds Permitted Holders on the Closing Date for the costs and expenses incurred by the Permitted Holders in connection with the Collection Account, transactions closing on or about the Acquisition Account, Closing Date. Schedule 6.14 Post-Closing Matters Within forty-five (45) days after the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Closing Date, the amount on deposit in Borrower shall deliver to Bank the Acquisition Account (after giving effect to certificate or certificates for the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions receivedShares, if any, accompanied by an instrument of assignment duly executed in blank by the applicable Obligor. If no prior investment instructions have been received or if Within thirty (30) days after the instructed investments are no longer available or permittedClosing Date, the Indenture Trustee will notify Borrower shall deliver to Bank insurance certificates and endorsements in accordance with Section 6.5(b), in form and substance reasonably satisfactory to Bank. COMPANY RESOLUTION Company: MAX INTERNATIONAL, LLC, a Utah limited liability company WE THE UNDERSIGNED, hereby certify that MAX INTERNATIONAL, LLC, a Utah limited liability company (“Company”), is duly organized, existing and in good standing as a limited liability company under and by virtue of the Servicer and request new investment instructionslaws of the State of Utah, and that Company’s name shown above is the funds will remain uninvested until new investment instructions are receivedcomplete and correct name of Company. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder WE FURTHER CERTIFY that at a duly authorized meeting of the Permitted Investments. If Cellco is not members of the ServicerCompany (or by other duly authorized written consent in lieu of a meeting in accordance with the Company’s Operating Agreement), funds on deposit in duly called and held, at which all of the Collection Accountundersigned were present and voting, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.following resolutions were adopted:

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the ServicerExcept as Section 13.9 may apply, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow all amounts held in the Collection Trust Fund under the Plan shall be invested in mutual fund shares and annuities which are offered through the Service Company, and such other investments as shall be accepted in writing by the Service Company for availability under the Plan. All dividends, including capital gain dividends, paid by any mutual fund shall be reinvested in full and fractional shares of the mutual fund paying the dividend in the manner specified in the prospectus of the mutual fund, and such dividends shall be credited to the Trust Fund. Each of the mutual funds in which the Plan may invest carries its own fees and expenses, which may include management fees, Rule 12b-1 fees and/or other fees and expenses, which are described in detail in each fund's prospectus. Participants who invest in these mutual funds will, as shareholders of those funds, bear their prorata portion of each fund's fees and expenses. Employer acknowledges that Prudential Mutual Fund Distributors (PMFD) and Prudential Securities Incorporated (PSI) may act as distributor of each fund's shares and that PSI, PMFD and Pruco Securities Corporation (Prusec) are subsidiaries of The Prudential Insurance Company of America (Prudential) (through which the Guaranteed Interest Account is offered) and are each affiliated with the Funds as described in each fund's prospectus. Employer acknowledges that Prudential, PMFD, PSI and Prusec are not fiduciaries to the Plan, have no obligation to the Plan or the Acquisition Account Participants and are acting solely in their own interest. Employer further acknowledges that Prudential, PMFD, PSI and Prusec may be deemed to be invested unless benefit from advisory and other fees paid to it is able or its affiliates in connection with the management and operation of the mutual funds in which the Participants may invest, from sales charges and contingent deferred sales charges imposed as described in the prospectus and from fees paid to maintain records on a daily basis as to The Prudential Insurance Company of America in connection with the amounts realized from the investment of Collections received on each Originator’s ReceivablesGuaranteed Interest Account.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount Sums on deposit in the Acquisition IMH Collection LEGAL_US_E # 92369237.14 Exhibit T3C-3 Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts not be invested except in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco Except during the existence of any Event of Default, Agent shall, at the request of Borrower and upon confirmation by Agent that each proposed investment is not the Servicera Permitted Investment, funds direct Cash Management Agent to invest sums on deposit in the IMH Collection AccountAccount in the Permitted Investments selected by Borrower; provided, however, in no event shall Borrower request Agent to direct Cash Management Agent to make a Permitted Investment if the Acquisition Accountmaturity date of that Permitted Investment is later than the date on which the invested sums are required for payment of an obligation for which the IMH Collection Account was created, it being agreed that the Reserve investment in of funds in the IMH Collection Account shall at all times be made in a manner which in the opinion of Agent will provide sufficient liquidity in the IMH Collection Account to enable Borrower to meet all of its obligations as they become due and payable, including, without limitation, all interest, principal and other sums of any nature which may or shall become due and payable by Borrower in accordance with the Negative Carry Account will remain uninvestedprovisions of the Loan Agreement, and to enable Borrower and its subsidiaries to timely meet their respective operating expenses and other commitments, as set forth in budgets approved by Agent in accordance with the provisions of the Loan Agreement, or otherwise approved by Agent. Notwithstanding anything to the contrary herein, Cash Management Agent shall not be liable or responsible for monitoring or ensuring that any investment is a Permitted Investment. Borrower hereby irrevocably authorizes and directs Cash Management Agent to deposit all income earned from Permitted Investments into the IMH Collection Account. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments from cash in the IMH Collection Account from time to time. All risk of loss on investments made in accordance with the provisions of this Section 4.2(a) or shall be borne by Borrower. Notwithstanding anything to the contrary contained herein, Borrower shall select for investment in Permitted Investments only those Permitted Investments in which Cash Management Agent is capable of investing, it being understood that the Transaction Documents, obligation to so select such Permitted Investments is solely the Servicer obligation of the Borrower and Borrower hereby agrees and acknowledges that Agent shall not allow amounts held in the have any liability with respect to such selection of such Permitted Investments. The IMH Collection Account or shall be assigned the Acquisition Account to be invested unless it federal tax identification number of Borrower, which number is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables00-0000000.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, Account or the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Acquisition Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Acquisition Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. Funds on deposit in the Reserve Account and the Negative Carry Account will remain uninvested. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Acquisition Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If (i) no Default Interest accrued on any Account other than an Interest Bearing Account shall not be required to be remitted either to Borrower or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount may instead be retained by Lender. Sums on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date)Interest Bearing Accounts shall, the Servicer shall instruct the Indenture Trustee to invest any amounts upon Borrower’s written request, be invested in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held selected by Lender or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If Servicer provided (i) such investments are then regularly offered by Lender (or Servicer on behalf of Lender) for accounts of this size, category and type (Borrower acknowledges that the Servicer fails or Lender may only offer as an investment opportunity the right to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, place funds on deposit in the Collection Accountapplicable Accounts in an interest bearing account (bearing interest at the money market rate)), (ii) such investments are permitted by applicable federal, State and local rules, regulations and laws, (iii) the Acquisition Account, maturity date of the Reserve Account and Permitted Investment is not later than the Negative Carry Account will remain uninvested. Notwithstanding anything date on which sums in the Interest Bearing Accounts are required to be disbursed pursuant to the contrary terms hereof, and (iv) no Event of Default shall have occurred and be continuing. All income earned from the aforementioned Permitted Investments shall be property of Xxxxxxxx and Borrower hereby irrevocably authorizes and directs Lender (or Servicer on behalf of Lender) to hold any income earned from the aforementioned Permitted Investments as part of the applicable Interest Bearing Account. All such interest that so becomes part of the applicable Interest Bearing Account shall be disbursed in this Section 4.2(a) accordance with the disbursement procedures contained herein applicable to such Account; provided, however, that Lender may, at its election, retain any such interest for its own account during the occurrence and continuance of an Event of Default. Borrower shall be responsible for payment of any federal, State or local income or other tax applicable to income earned from Permitted Investments. No other investments of the sums on deposit in the Transaction Documents, the Servicer Interest Bearing Accounts shall be permitted. Lender shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records liable for any loss sustained on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.any funds in the Interest Bearing Accounts. Section 3.6

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds Sums on deposit in the Collection Account, any Site Acquisition Account (including the Site Acquisition AccountAccount for the Series 2017-1 Notes), the Reserve Liquidated Site Replacement Account and the Negative Carry Account Reserve Accounts shall be invested in Permitted Investments andInvestments. Except during the continuance of an Event of Default, if investment instructions are received, the Manager shall have the right to direct the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts in writing to invest the funds sums on deposit in the Collection Account, the any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Account or the Negative Carry Account, as applicable, Accounts in those Permitted Investments; provided, thathowever, in no event shall the Manager direct the Indenture Trustee to make a Permitted Investment if the maturity date of that Permitted Investment is later than one Business Day prior to the date on any Payment Datewhich the invested sums are required for payment of an obligation for which the Account was created. In the absence of such written instruction (which shall specify a particular Permitted Investment), such funds shall remain uninvested. After an Event of Default of which a Responsible Officer of the amount Indenture Trustee shall have actual knowledge and during the continuance thereof, sums on deposit in the Collection Account, any Site Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date)Account, the Servicer Liquidated Site Replacement Account and the Reserve Accounts shall instruct remain uninvested unless otherwise directed in writing by the Servicer. The Obligors hereby irrevocably authorize the Indenture Trustee to invest apply any amounts income earned from Permitted Investments to the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts in accordance with the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments priorities set forth in clauses Section 5.01(a) of the Indenture with any such income available on any Payment Date being deemed to be attributable to the immediately preceding Collection Period for such purposes. The Obligors shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments. The Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts shall be assigned the federal tax identification number of the Issuer, which number is set forth on the signature page hereof. Any dividends or other earnings which may accrue on the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account or the Reserve Accounts shall be added to the balance in the applicable Account and allocated and/or disbursed in accordance with the terms hereof. In no event shall the Indenture Trustee be responsible for, or incur any liability with respect to, any investment losses incurred in accordance with the terms of this Agreement. It is acknowledged and agreed that investments made pursuant to clause (b) or (cvi) of the definition of Permitted Investments includes mutual funds for which the Indenture Trustee (or any Affiliate of the Indenture Trustee) may serve as investment manager, administrator, shareholder, servicing agent, or custodian or subcustodian, notwithstanding the fact that (i) the Indenture Trustee (or an Affiliate of the Indenture Trustee) receives fees from such funds for services rendered, (ii) the Indenture Trustee charges and collects fees for services rendered pursuant to the Indenture, which fees are held separate from the fees received from such funds and (iii) services performed for such funds and pursuant to this Agreement and the Indenture may at times duplicate those provided to such funds by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesits Affiliates.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds Funds on deposit in the Collection Account, the Acquisition Account, Principal Collection Account and the Reserve Account and the Negative Carry Account may be invested in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) written direction of the definition thereof. If (i) the Servicer fails Borrower; provided that if a Termination Event or Unmatured Termination Event shall have occurred, such amounts may continue to give investment instructions for any funds be invested in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account Permitted Investments according to the last investment instructions receivedwritten direction received from the Borrower unless otherwise directed by the Collateral Agent. Absent written direction from the Borrower, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the then any funds will in such accounts shall remain uninvested until new (without any requirement or liability to pay for interest or earnings). Any such written directions shall specify the particular investment instructions are receivedto be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, Any funds on deposit in the Collection Account, the Acquisition Principal Collection Account and the Reserve Account that are invested in Permitted Investments shall be invested in Permitted Investments that will mature so that such funds will be available no later than the Business Day prior to the next Payment Date, except that in the case of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall be deposited in the Collection Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Principal Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in any account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account, the Principal Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent’s receipt of a broker’s confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on a daily basis as to provided by the amounts realized from Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period. The Collateral Agent shall not be liable for any loss, including, without limitation, any loss of Collections received on each Originator’s Receivablesprincipal or interest, or for any breakage fees or penalties in connection with the purchase or liquidation of any investment made in accordance with the written instructions of the Borrower.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds Sums on deposit in the Collection Account, the any Site Acquisition Account, the Reserve Liquidated Site Replacement Account and the Negative Carry Account Reserve Accounts shall be invested in Permitted Investments andInvestments. Except during the continuance of an Event of Default, if investment instructions are received, the Manager shall have the right to direct the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts in writing to invest the funds sums on deposit in the Collection Account, the any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Account or the Negative Carry Account, as applicable, Accounts in those Permitted Investments; provided, thathowever, in no event shall the Manager direct the Indenture Trustee to make a Permitted Investment if the maturity date of that Permitted Investment is later than one Business Day prior to the date on any Payment Datewhich the invested sums are required for payment of an obligation for which an Account was created. In the absence of such written instruction (which shall specify a particular Permitted Investment), such funds shall remain uninvested. After an Event of Default of which a Responsible Officer of the amount Indenture Trustee shall have actual knowledge and during the continuance thereof, sums on deposit in the Collection Account, any Site Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date)Account, the Servicer Liquidated Site Replacement Account and the Reserve Accounts shall instruct remain uninvested unless otherwise directed in writing by the Servicer. The Obligors hereby irrevocably authorize the Indenture Trustee to invest apply any amounts income earned from Permitted Investments to the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts in accordance with the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments priorities set forth in clauses Section 5.01(a) of the Indenture with any such income available on any Payment Date being deemed to be attributable to the immediately preceding Collection Period for such purposes. The Obligors shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments. The Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts shall be assigned the federal tax identification number of the Issuer, which number is set forth on the signature page hereof. Any dividends or other earnings which may accrue on the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account or the Reserve Accounts shall be added to the balance in the applicable Account and allocated and/or disbursed in accordance with the terms hereof. In no event shall the Indenture Trustee be responsible for, or incur any liability with respect to, any investment losses incurred in accordance with the terms of this Agreement. The parties hereto acknowledge and agree that investments made pursuant to clause (b) or (cvi) of the definition of Permitted Investments includes mutual funds for which the Indenture Trustee (or any Affiliate of the Indenture Trustee) may serve as investment manager, administrator, shareholder, servicing agent, or custodian or subcustodian, notwithstanding the fact that (i) the Indenture Trustee (or an Affiliate of the Indenture Trustee) receives fees from such funds for services rendered, (ii) the Indenture Trustee charges and collects fees for services rendered pursuant to the Indenture, which fees are held separate from the fees received from such funds and (iii) services performed for such funds and pursuant to this Agreement and the Indenture may at times duplicate those provided to such funds by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereofits Affiliates. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.6 ARTICLE III DEPOSITS

Permitted Investments. If Upon the written request of Grantor, Beneficiary shall direct the Bank to invest and reinvest any balance in the Central Account from time to time in Permitted Investments as instructed by Grantor (iwhich instruction may be made no more than one time per month), PROVIDED that (a) if Grantor fails to so instruct Beneficiary, or upon the occurrence of an Event of Default, Beneficiary may direct the Bank to invest and reinvest such balance in Permitted Investments as Beneficiary shall determine in its sole discretion, (b) the maturities of the Permitted Investments on deposit in the Central Account shall, to the extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub-Accounts must be made, (c) all such Permitted Investments shall be held in the name and be under the sole dominion and control of Beneficiary, and (d) no Default or Event Permitted Investment shall be made unless Beneficiary shall retain a perfected first priority lien in such Permitted Investment securing the Debt and all filings and other actions necessary to ensure the validity, perfection, and priority of Default has occurred and is continuing and (ii) Cellco such lien have been taken. It is the Servicerintention of the parties hereto that the entire amounts deposited in the Central Account (or as much thereof as Beneficiary may reasonably arrange to invest) shall at all times be invested in Permitted Investments, and that the Central Account shall be a so-called "zero balance" account. All funds in the Central Account that are invested in a Permitted Investment are deemed to be held in the Central Account for all purposes of this Deed of Trust and the other Loan Documents. Beneficiary shall not have any liability for any loss in investments of funds in the Central Account that are invested in Permitted Investments whether Grantor or Beneficiary selected such Permitted Investment in accordance herewith and no such loss shall affect Grantor's obligation to fund, or liability for funding, the Servicer Central Account and each Sub-Account, as the case may instruct be. Grantor agrees that Grantor shall include all such earnings on the Indenture Trustee Central Account as income of Grantor (and, if Grantor is a partnership or other pass-through entity, the partners, members or beneficiaries of Grantor, as the case may be) for federal and applicable state and local tax purposes. Grantor shall have no right whatsoever to invest any funds direct the investment of the proceeds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If (ia) no Default or Event Subject to the following provisions of Default has occurred and is continuing and (ii) Cellco is the Servicerthis Section 10.4, the Servicer Trust Fund may instruct be invested in shares of registered investment companies for which Alliance serves as principal underwriter and such other investments as may be offered by Alliance from time to time for investment under the Indenture Trustee Plan. The Custodian, when serving as Trustee, or the person directing investment of Plan assets pursuant to Section 10.2 may invest any funds in the Collection AccountCustodian's deposits that bear a reasonable interest rate. Investments in one or more collective trusts maintained by the Custodian, or such other collective trusts or group trusts as are acceptable to Alliance, are permitted, in which event the documents governing any such collective trust or group trust are hereby incorporated into this Plan by reference; provided that to the extent required by the trustee of the collective trust or group trust to facilitate such an investment, the Acquisition AccountEmployer or another named fiduciary appointed by the Employer for the purpose may enter into an ancillary trust agreement for the holding of assets of the Plan, in which event the Reserve Account ancillary trust shall be treated as a separate trust under the Plan and the Negative Carry Account trustee shall not be liable for the acts or omissions of the trustee of the ancillary trust. Investment in Permitted Investments and, if investment instructions are received, securities issued by the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts Employer or any Affiliate is permitted (up to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25100% of the aggregate Note Balance Trust Fund assets); provided that such investment shall be permitted only if (after giving effect to any payments made a) such securities are publicly traded on a recognized exchange or on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses Nasdaq National Market and (b) or (cthe Employer provides the Custodian with evidence satisfactory to the Custodian that any such investment will comply with all applicable Federal and state securities laws. Investments in collectibles, within the meaning of Code section 408(m) are not permitted. If another Qualified Plan is amended and restated in the form of this Plan during a Plan Year, the definition of Permitted Investments investments acquired under the other Qualified Plan shall be permitted investments under this Plan until such time as such investments may be liquidated and the proceeds thereof reinvested in investments that are held by or at the Indenture Trustee or (y) any permitted investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails without regard to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablessentence.

Permitted Investments. If Amounts held in the Cash Management Account may only be invested in Overnight Funds and in money market investments of U.S. Bank National Association and the Servicing Agent's Disbursement Account may only be invested in Overnight Funds. Amounts held in the Borrower's Funds Account, the Bank Proceeds Account, the Loss Proceeds Account, the Guaranty Deposit Account, the Interest Payment Account, the Term B Sub-Account, the Term C Sub-Account and the Construction Note Disbursement Account may be invested by the Securities Intermediary in Permitted Investments at the expense and risk of the Borrower (ix) no Default or as directed in writing by the Borrower so long as the Administrative Agent has not notified the Securities Intermediary that an Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of after the definition thereof. If (i) Administrative Agent has notified the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee Securities Intermediary that a Default or an Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according as directed by (1) with respect to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Borrower's Funds Account, the Acquisition Bank Proceeds Account, the Reserve Loss Proceeds Account, the Guaranty Deposit Account, the Term B Sub-Account, the Term C Sub-Account and the Negative Carry Account will remain uninvestedInterest Payment Account, the Disbursement Agent upon instructions from the Administrative Agent, and (2) with respect to the Construction Note Disbursement Account, the Disbursement Agent upon instructions from the Discount Note Indenture Trustee. Notwithstanding anything to the contrary in this Section 4.2(a) or foregoing, in the Transaction Documentsevent that (x) the Borrower fails to so direct the Securities Intermediary or (z) an Event of Default exists and the Disbursement Agent fails to direct the Securities Intermediary, all such amounts shall be invested in overnight deposit accounts, provided, however, that the Securities Intermediary's obligation to invest such amounts is conditioned upon receipt by the Securities Intermediary of a valid Form W9 of the Internal Revenue Service (or other applicable documentation) which has been fully executed by the Borrower. The right to direct the manner of investment includes, but is not limited to, the Servicer shall not allow amounts held right (i) to sell any Permitted Investment or hold it until maturity, and (ii) upon any sale at maturity of any Permitted Investment, to direct the Securities Intermediary to reinvest the proceeds thereof, plus any interest received thereon, in Permitted Investments or hold such proceeds and interest for application pursuant to this Disbursement Agreement. Notwithstanding the Collection Account or foregoing, the Acquisition Account Securities Intermediary is hereby authorized to be invested unless it is able reduce to maintain records on a daily basis as cash any Permitted Investment (without regard to the amounts realized from the investment of Collections received on each Originator’s Receivablesmaturity) in order to make any application required by Section 2.4.4. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, INCLUDING, WITHOUT LIMITATION, THE DEFINITION OF THE TERM "PERMITTED INVESTMENTS," IT IS UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT SO LONG AS THE BANK OF NOVA SCOTIA SHALL BE THE SECURITIES INTERMEDIARY, THE ONLY "PERMITTED INVESTMENTS" THAT MAY BE MADE ARE OVERNIGHT DEPOSITS AND TIME DEPOSITS WITH SCOTIABANK AND COMMERCIAL PAPER ISSUED BY SCOTIABANK PROVIDED SUCH INVESTMENTS ARE ON COMMERCIALLY COMPETITIVE TERMS WHICH SHALL BE DEEMED TO BE THE CASE UNLESS OTHERWISE ADVISED BY THE BORROWER IN WRITING. THIS RESTRICTION SHALL TERMINATE UPON THE APPOINTMENT OF A SUCCESSOR SECURITIES INTERMEDIARY PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, THE BORROWER 77 COLLATERAL ACCOUNT AGREEMENT, THE SCOTIABANK COLLATERAL ACCOUNT AGREEMENT AND THE HOLDINGS COLLATERAL ACCOUNT AGREEMENT.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If Monies held in any Account (ior Sub-Account) no Default or created by and held under this Account Agreement shall be invested and reinvested in Permitted Investments at the written direction (which may be in the form of a standing instruction) of an Authorized Officer of the Borrowers’ Agent; provided, however, that at any time when (a) the Depositary Agent has received written notice from any Secured Party that an Event of Default has shall have occurred and is be continuing and or (iib) Cellco is an Authorized Officer of the ServicerBorrowers’ Agent has not timely furnished such a written direction or, after a request by the Depositary Agent, has not so confirmed a standing instruction to the Depositary Agent, the Servicer may instruct Depositary Agent (acting on instructions of the Indenture Trustee Collateral Agent pursuant to instructions of Administrative Agent) shall invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account such monies only in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth type specified in clause (eiv) of the definition thereof. If Any written direction of an Authorized Officer of the Borrowers’ Agent with respect to the investment or reinvestment of monies held in any Account (or Sub-Account) shall direct investment or reinvestment only in Permitted Investments that shall mature in such amounts and have maturity dates or be subject to redemption at the option of the holder thereof on or prior to maturity as needed for the purposes of such Account (or Sub-Account), but in no event shall such Permitted Investments mature more than (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account prior to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by Conversion Date, 30 days after the Indenture Trustee) on the Business Day before a Payment Date or date acquired and (ii) after the Qualified Institution receives notice Conversion Date, one year after the date acquired. The Depositary Agent shall at any time and from time to time liquidate any or all of such investments prior to maturity as needed in order to effect the Indenture Trustee that a Default or Event transfers and withdrawals contemplated by this Account Agreement in accordance with an Officer’s Certificate; provided that, in the absence of Default has occurred and is continuingtimely receipt of such an Officer’s Certificate, the Qualified Institution will invest Depositary Agent shall liquidate all such investments (using reasonable efforts to minimize the costs of such liquidation) as it deems necessary in order to effect the transfers and reinvest funds in withdrawals contemplated by this Account Agreement. In the event any such Bank Account according investments are redeemed prior to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permittedmaturity thereof, the Indenture Trustee will notify Depositary Agent shall not be liable for any loss or penalties relating thereto. Any income or gain realized from such investments shall be deposited into the Servicer and request new investment instructions, and Account (or the funds will remain uninvested until new investment instructions are receivedSub-Account) from which such monies came. The Servicer may direct the Indenture Trustee Depositary Agent shall not be liable for any such loss other than by reason of its willful misconduct or gross negligence or any breach of its express obligations with respect to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary Investments in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts 4.17. Monies held in the Collection Payment Account may be invested and reinvested in Permitted Investments that shall mature in such amounts and have maturity dates or be subject to redemption at the Acquisition Account option of the holder thereof on or prior to maturity as needed for the purposes of the Payment Account, but in no event shall the Permitted Investments mature more than 30 days after the date acquired. It is understood and agreed that the Depositary Agent or its affiliates are permitted to receive additional compensation that could be deemed to be invested unless it is able in the Depositary Agent’s economic self-interest for (1) serving as investment adviser, administrator, shareholders servicing agent, custodian or sub-custodian with respect to maintain records on a daily basis as certain of the investments, (2) using affiliates to the amounts realized from the investment of Collections received on each Originator’s Receivableseffect transaction in certain investments and (3) effecting transactions in investments.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds Funds on deposit in the Collection Account, the Acquisition Principal Collection Account and the Reserve Account shall be invested in Permitted Investments by or at the written direction of the Borrower, which may be in the form of standing instructions; 76 provided, that, if a Termination Event or Unmatured Termination Event shall have occurred, such amounts shall continue to be invested in Permitted Investments according to the last written direction received from the Borrower. Absent written direction from the Borrower, then any funds in such accounts shall remain uninvested (without any requirement or liability to pay for interest or earnings). Any such written directions shall specify the particular investment to be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. Funds on deposit in the Collection Account, the Reserve Principal Collection Account and the Negative Carry Reserve Account shall be invested in Permitted Investments that will remain uninvested. Notwithstanding anything mature so that such funds will be available no later than the Business Day prior to the contrary in this Section 4.2(a) or next Payment Date, except that in the Transaction Documentscase of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall be deposited in the Collection Account, the Servicer shall not allow amounts held in the Principal Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in any account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account, the Principal Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent’s receipt of a broker’s confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on a daily basis as to provided by the amounts realized from Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period. The Collateral Agent shall not be liable for any loss, including without limitation any loss of Collections received on each Originator’s Receivablesprincipal or interest, or for any breakage fees or penalties in connection with the purchase or liquidation of any investment made in accordance with the written instructions of the Borrower.

Permitted Investments. If Upon the written request of Borrowers, Agent shall direct the Bank to invest and reinvest any balance in the Cash Collateral Account from time to time, but not more frequently than weekly, in permitted investments as set forth on Schedule A attached hereto (the "Permitted Investments") as directed by Borrowers, provided that (i) no Default if Borrowers fail to so instruct Agent, or during an Event of Default has occurred Default, Agent may invest and is continuing and reinvest such balance in Permitted Investments in its discretion, (ii) Cellco is the Servicer, maturities of the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Cash Collateral Account, and allocated to any of the Sub-Accounts, shall be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub- Accounts must be made. If Borrowers make such a request and Agent invests such monies as requested, disbursements to Borrowers, if any, from such accounts shall be made prior to the maturity of such Permitted Investments (x) only if Agent receives a written request from Borrowers to take such a step and (y) only if Agent is able to liquidate such Permitted Investments prior to maturity. All such Permitted Investments shall be held in the name and be under the sole dominion and control of Agent, and no Permitted Investment shall be made unless Agent shall perfect its first priority Lien in such Permitted Investment securing the Indebtedness and Agent shall have sole possession and control over each such Permitted Investment and the income thereon, and any certificate or other instrument or document evidencing any such investment shall be delivered directly to Agent, together with any document of transfer necessary to transfer title to such investment to Agent. It is the intention of the parties hereto that the entire amount deposited in the Cash Collateral Account (after giving effect or as much thereof as Agent may reasonably arrange to the acquisition of any Additional Receivables on such dateinvest) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts at all times be invested in Permitted Investments. All funds in the Acquisition Cash Collateral Account in excess of such amount that are invested in any Permitted Investments, other than (x) any investments set forth Investment are deemed to be held in clauses (b) or (c) the Cash Collateral Account for all purposes of the definition of Permitted Investments that are held by or at Mortgage and the Indenture Trustee or (y) other Loan Documents. Agent shall not have any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions liability for any loss in investments of funds in the Collection AccountCash Collateral Account that are invested in Permitted Investments whether Borrowers or Agent selected such Permitted Investment in accordance herewith, including (without limitation) any loss incurred for any early liquidation of any Permitted Investment, and no such loss shall affect Borrowers' obligation to fund, or liability for funding, the Acquisition AccountCash Collateral Account and each Basic Sub-Account or such other Sub-Account established hereunder, as the case 0148055.08-01S4a 10 may be. Borrowers agree that Borrowers shall include all such earnings on the Cash Collateral Account as income of Borrowers (and, if either Borrower is a partnership or other pass-through entity, the Reserve partners, members or beneficiaries of such Borrower, as the case may be), shall include all such losses on the Cash Collateral Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time as losses of Borrowers (and, if either Borrower is a partnership or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuingpass-through entity, the Qualified Institution will invest partners, members or beneficiaries of such Borrower, as the case may be) and reinvest funds in shall be the owner of such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer accounts for federal and request new investment instructions, applicable state and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivableslocal tax purposes.

Permitted Investments. If Upon the request of the Borrowers, the Lender may direct the Collateral Agent in writing to invest and reinvest any balance in the Collection Account from time to time in Permitted Investments as instructed by the Borrowers; provided, however, that (i) no Default if the Borrowers fail to so instruct the Lender, or upon the occurrence of an Event of Default has occurred and is continuing and (ii) Cellco is the ServicerDefault, the Servicer may instruct Lender shall direct the Indenture Trustee Collateral Agent in writing to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account reinvest such balance in Permitted Investments andas the Lender shall determine in its sole discretion, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder maturities of the Permitted Investments. If Cellco is not the Servicer, funds Investments on deposit in the Collection AccountAccount shall, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(aextent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub-Accounts must be made, (iii) or all such Permitted Investments shall be held in the Transaction Documentsname and be under the sole dominion and control of the Lender, and (iv) no Permitted Investment shall be made unless the Servicer Lender shall not allow amounts retain a perfected first priority Lien in such Permitted Investment securing the Secured Obligations and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken. It is the intention of the parties hereto that the entire amount deposited in the Collection Account (or as much thereof as the Lender may reasonably arrange to invest) shall at all times be invested in Permitted Investments, and that the Collection Account shall be a so-called "zero balance" account. All funds in the Collection Account that are invested in a Permitted Investment are deemed to be held in the Collection Account for all purposes of this Agreement and the other Loan Documents. The Lender shall have no liability for any loss in investments of funds in the Collection Account that are invested in Permitted Investments (unless invested contrary to Borrowers' request prior to an Event of Default) and no such loss shall affect the Borrowers' obligation to fund, or liability for funding, the Collection Account and each Sub-Account, as the case may be. Each Borrower agrees that such Borrower shall include its pro-rata share of all such earnings on the Collection Account as income of such Borrower for federal and applicable state tax purposes. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the liquidation of any Permitted Investment prior to its stated maturity or the Acquisition Account failure of the Borrowers or the Lender to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.provide timely written

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, Account or the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Reserve Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection AccountAccount , the Acquisition Account, the Reserve Account or the Negative Carry Reserve Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. Funds on deposit in the Negative Carry Account will remain uninvested. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Reserve Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If The Borrower shall, pursuant to written instruction, direct the Agent’s Bank (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is if the ServicerBorrower fails to do so, the Servicer may instruct the Indenture Trustee Agent may, pursuant to invest any funds in the Collection Accountwritten instruction, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts Agent’s Bank) to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other actioninvest, or not to take any action, on any matters available to cause the holder of the Permitted Investments. If Cellco is not the Servicerinvestment of, funds on deposit in the Collection AccountAccount in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, the Acquisition AccountAgent’s Bank shall invest, or cause the investment of, such funds in Permitted Investments described in clause (v) of the definition thereof. The Agent may, pursuant to written instruction, direct the Agent’s Bank to invest, or cause the investment of, funds on deposit in the Reserve Account in Permitted Investments, from the date of this Agreement until the Collection Date. A Permitted Investment acquired with funds deposited in the Collection Account or Reserve Account shall mature not later than the Business Day immediately preceding the next succeeding Remittance Date, and shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be registered in the name of the Securities Intermediary (as defined in the Deposit Account Control Agreement) or its nominee for the benefit of the Agent (on behalf of the Secured Parties), and otherwise comply with assumptions of the legal opinion of Xxxxx & XxXxxxx LLP regarding the security interest of the Agent in the Collection Account and the Negative Carry Reserve Account, dated the Closing Date, delivered in connection with this Agreement. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account, shall be distributed in accordance with the provisions of Article II hereof. The Borrower shall deposit in the Collection Account will remain uninvested. Notwithstanding anything or the Reserve Account, as the case may be (with respect to investments made hereunder of funds held therein), an amount equal to the contrary amount of any actual loss incurred, in this Section 4.2(a) respect of any such investment, immediately upon realization of such loss. None of the Agent’s Bank or the Agent shall be liable for the amount of any loss incurred, in the Transaction Documentsrespect of any investment, the Servicer shall not allow amounts or lack of investment, of funds held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s ReceivablesReserve Account.

Permitted Investments. If (i) no Default or Event Except as Section 13.9 may apply, all amounts held n the Trust Fund under the Plan shall be invested in mutual fund shares and annuities which are offered through the Service Company, and such other investments as shall be accepted in writing by the Service Company for availability under the Plan. All dividends, including capital gain dividends, paid by any mutual fund shall be reinvested in full and fractional shares of Default has occurred the mutual fund paying the dividend in the manner specified in the prospectus of the mutual fund, and is continuing and (ii) Cellco is such dividends shall be credited to the Servicer, Trust Fund. Each of the Servicer may instruct the Indenture Trustee to invest any mutual funds in which the Collection AccountPlan may invest carries its own fees and expenses, which may include management fees, Rule 12b-1 fees and/or other fees and expenses, which are described in detail in each fund's prospectus. Participants who invest in these mutual funds will, as shareholders of those funds, bear their prorata portion of each fund's fees and expenses. Employer acknowledges that Prudential Mutual Fund Distributors (PMFD) and Prudential Securities Incorporated (PSI) may act as distributor of each fund's shares and that PSI, PMFD and Prusec Securities Corporation (Prusec) are subsidiaries of The Prudential Insurance Company of America (Prudential) (through which the Acquisition AccountGuaranteed Interest Account is offered) and are each affiliated with the Funds as described in each fund?s prospectus. Employer acknowledges that Prudential, PMFD, PSI and Prusec are not fiduciaries to the Reserve Account Plan, have no obligation to the Plan or the Participants and are acting solely in their own interest. Employer further acknowledges that Prudential, PMFD, PSI and Prusec may be deemed to benefit from advisory and other fees paid to it or its affiliates in connection with the Negative Carry Account in Permitted Investments and, if investment instructions are received, management and operation of the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the mutual funds in which the Collection AccountParticipants may invest, the Acquisition Account, the Reserve Account or the Negative Carry Account, from sales charges and contingent deferred sales charges imposed as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit described in the Acquisition Account (after giving effect prospectus and from fees paid to The Prudential Insurance Company of America in connection with the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Guaranteed Interest Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If Upon the written request of Owner, Lender --------------------- shall instruct the depositary institution holding the Securitization Costs Account and the Restoration Account to invest and reinvest any balance in the Securitization Costs Account and the Restoration Account from time to time in Permitted Investments as instructed by Owner and otherwise in accordance with this Section 2.19(c), provided that (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer Owner fails to give investment instructions for any funds in so instruct such depositary, or upon the Collection Account, occurrence and during the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that continuance of a Default or Event of Default has occurred and is continuingDefault, the Qualified Institution will Lender may invest and reinvest funds such balance in such Bank Account according to Permitted Investments as Lender shall determine in its sole discretion, (ii) the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder maturities of the Permitted Investments. If Cellco is not the Servicer, funds Investments on deposit in the Collection Account, the Acquisition Account, the Reserve Securitization Costs Account and the Negative Carry Restoration Account will remain uninvested. Notwithstanding anything shall, to the contrary in this Section 4.2(aextent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the Securitization Costs Account and the Restoration Account must be made, (iii) or in the Transaction Documents, the Servicer all such Permitted Investments shall not allow amounts be held in the Collection name of Lender, its successors and assigns, and shall be under the sole dominion and control of Lender, and (iv) no Permitted Investment shall be made unless Lender shall retain a perfected first priority Lien in such Permitted Investment securing the Indebtedness and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken. All funds in the Securitization Costs Account or and the Acquisition Restoration Account that are invested in a Permitted Investment are deemed to be held in the Securitization Costs Account and the Restoration Account for all purposes of this Indenture and the other Loan Documents. Neither Lender nor any of the other Lender Parties shall have any liability for any loss in investments of funds in the Securitization Costs Account and the Restoration Account that are invested unless it in Permitted Investments whether Owner or Lender selected such Permitted Investment in accordance herewith and no such loss shall affect Owner's obligation to fund, or liability for funding, the Securitization Costs Account and the Restoration Account. Owner agrees that Owner shall include all such earnings on the Securitization Costs Account and the Restoration Account as income of Owner (and, if Owner is able a partnership or other pass-through entity, the partners, members or beneficiaries of Owner, as the case may be), and shall be the owner of such accounts for federal and applicable state and local tax purposes. Owner shall be responsible for any and all fees, costs and expenses with respect to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s ReceivablesPermitted Investments.

Permitted Investments. If (i) no Default or Event Pending the application of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Accountaccordance with Articles III and IV, the Acquisition Account, the Reserve funds held in any Collateral Account shall be invested and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds reinvested by Depositary Agent upon written direction of Borrower (which may be in the Collection Account, form of a standing instruction with a written copy of such direction to be delivered to the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted InvestmentsAdministrative Agent; provided, thathowever, if on any Payment Datethat in the absence of such instructions, the amount on deposit funds shall remain uninvested) only in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other and with respect to those amounts next anticipated to be transferred or withdrawn, having a scheduled maturity no later than one Business Day prior to such next anticipated cash withdrawal or transfer from such Collateral Account; provided, however, that: (1) upon the receipt by DEPOSITARY AGREEMENT (VIVINT SOLAR) [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Depositary Agent of a Trigger Event Notice (and until Depositary Agent has had a reasonable time to comply with such notice (but in any event no more than two Business Days after Depositary Agent’s receipt thereof)) or (2) in the event of any failure by Borrower to so direct Depositary Agent in writing on or prior to the day on which any funds are (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held received by or at the Indenture Trustee Depositary Agent or (y) transferred between Collateral Accounts in accordance with this Depositary Agreement as to the investment of such funds, such investments and reinvestments shall be made by Depositary Agent in any investments set forth Permitted Investment. All funds in clause (ea Collateral Account that are invested pursuant to this Section 3.01(a) shall be deemed to be held in such Collateral Account for purposes of this Depositary Agreement and shall constitute part of the definition thereofCollateral. If (i) the Servicer fails to give investment instructions for any funds Borrower shall bear all risk of loss of capital from investments in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer The Depositary Agent shall not allow amounts held be liable for any loss, including without limitation, any loss of principal or interest or for any breakage fees or penalties in connection with the Collection Account purchase or liquidation of any investment made in accordance with the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to written instructions of the amounts realized Borrower or any Guarantor, other than resulting from the investment gross negligence or willful misconduct of Collections received on each Originator’s Receivablesthe Depositary Agent (as determined by a final non-appealable order of a court of competent jurisdiction).

Permitted Investments. If (b) investments by any Borrower existing on the date hereof and on the Delstar Acquisition Effective Date in the Equity Interests of its Subsidiaries; (c) investments (i) no Default or Event to consummate Permitted Acquisitions and, subject to the satisfaction of Default has occurred and is continuing the conditions precedent set forth in Section 4.03, the Delstar Acquisition and (ii) Cellco is consisting of transfers of the Servicer, the Servicer may instruct the Indenture Trustee to invest Equity Interests of any funds Foreign Subsidiary acquired in a Permitted Acquisition or in the Collection AccountDelstar Acquisition by any Loan Party or other Domestic Subsidiary to any other Foreign Subsidiary to the extent such transfer is not prohibited under Section 6.03; (d) (i) loans, advances or Guarantees of obligations which are not Indebtedness made by any Borrower to any Subsidiary Guarantor and made by any Subsidiary Guarantor to any Borrower or any other Subsidiary Guarantor, (ii) loans, advances or Guarantees of obligations which are not Indebtedness made by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor, (iii) loans, advances or Guarantees of obligations which are not Indebtedness made by any Subsidiary that is not a Subsidiary Guarantor to any Borrower or any Subsidiary Guarantor and (iv) loans, advances or Guarantees of obligations which are not Indebtedness made by any Borrower to any Subsidiary that is not a Subsidiary Guarantor and made by any Subsidiary that is not a Subsidiary Guarantor to any Borrower or any other Subsidiary that is not a Subsidiary Guarantor so long as at the Acquisition Accounttime of such loan, advance or Guarantee pursuant to this clause (iv), Parent on a consolidated basis shall be in compliance with Section 6.10(b) as of the Reserve Account last day of the most recently ended quarter for which financial statements of Parent have been delivered (and such financial statements have been delivered in accordance with the Negative Carry Account terms hereof); (e) Guarantees constituting Indebtedness permitted by Section 6.01; (f) any other investments, loans or advances (other than any such investments, loans or advances made in Permitted Investments andconnection with acquiring from any Person other than Parent or a Subsidiary (i) all or substantially all of the assets of a Person, if investment instructions are received(ii) all or substantially all of any business or division of a Person, or (iii) a majority or more of the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts Equity Interests of any Person), so long as prior to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (and after giving effect to the acquisition of any Additional Receivables such investment, loan or advance, Parent on such date) is greater than 25% of the aggregate Note Balance a consolidated basis shall have a Net Debt to EBITDA Ratio (after giving effect to any payments made such investment, loan or advance, calculated on a pro forma basis in a manner satisfactory to Administrative Agent) of not greater than 2.75:1.00 for the twelve (12) month period ending on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) last day of the definition most recently ended quarter for which financial statements of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions Parent have been received delivered to Administrative Agent pursuant to Section 5.01(b); and (g) Swap Agreements entered into by any Borrower or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Subsidiary permitted by Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.6.05

Permitted Investments. If (i) no Default or Event Pending the application of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Accountaccordance with this Article III, the Acquisition Account, the Reserve funds held in any Account shall be invested and the Negative Carry Account reinvested in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (eh) of the definition thereof. If ) by the Depositary Bank upon written direction of the Borrower (i) the Servicer fails to give investment instructions for any funds which may be in the Collection Accountform of a standing instruction) or, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before if a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Secured Obligation Event of Default has occurred and is continuing, of the Qualified Institution will invest Collateral Agent, only in Permitted Investments, and reinvest with respect to those amounts next anticipated to be transferred or withdrawn, having a scheduled maturity no later than such next anticipated cash withdrawal or transfer from such Account. In the event no written instructions of the Borrower (or, if applicable of the Collateral Agent), is received by 11:00 a.m., New York time on any Business Day, such funds shall be held uninvested. All funds in an Account that are invested pursuant Collateral Agency Agreement to this Section 3.01(a) shall be deemed to be held in such Bank Account according for purposes of this Agreement and the other Financing Documents and shall constitute part of the Depositary Collateral. The Borrower’s right to direct the manner of investment to the last investment instructions extent provided in this Section 3.01(a) includes the right (i) to direct the Depositary Bank to sell any Permitted Investment or hold it until maturity and (ii) upon any sale or maturity of any Permitted Investment, to direct the Depositary Bank to reinvest the proceeds thereof, plus any interest received by the Depositary Bank thereon, in Permitted Investments or to hold such proceeds and interest for application pursuant to the terms of this Agreement. Except as otherwise provided herein, net interest or gain received, if any. If no prior investment instructions have been received or if , from such Permitted Investments shall be deposited into the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested applicable Account until new investment instructions are receivedapplied in accordance with Section 3.01(d). The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available Borrower shall bear all risk of loss of capital from investments in Permitted Investments except to the holder extent that any such loss has resulted from the Depositary Bank’s or the Collateral Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final judgment from which no appeal may be taken. It is agreed and understood that the Depositary Bank may earn fees associated with the investments outlined above in accordance with the terms of such investments. In no event shall the Depositary Bank be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Depositary Bank or its affiliates are permitted to receive additional compensation that could be deemed to be in the Depositary Bank’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments. If Cellco is not the Servicerinvestments, funds on deposit (ii) using affiliates to effect transactions in the Collection Account, the Acquisition Account, the Reserve Account certain investments and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary (iii) effecting transactions in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesinvestments.

Permitted Investments. If Upon the written request of the Borrower, --------------------- Lender shall instruct the depositary institution(s) holding the Rent Account and the Performance Account to invest and reinvest any balance in such accounts from time to time in Permitted Investments as instructed by the Borrower and otherwise in accordance with this Section 2.6(e), provided that (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is if the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer Borrower fails to give investment instructions for any funds in so instruct such depositary, or upon the Collection Account, occurrence and during the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that continuance of a Default or Event of Default has occurred and is continuingDefault, the Qualified Institution will Lender may invest and reinvest funds such balance in such Bank Account according to Permitted Investments as Lender shall determine in its sole discretion, (ii) the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder maturities of the Permitted Investments. If Cellco is not the Servicer, funds Investments on deposit in the Collection Account, the Acquisition Account, the Reserve Rent Account and the Negative Carry Performance Account will remain uninvested. Notwithstanding anything shall, to the contrary in this Section 4.2(aextent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from such accounts must be made, (iii) or in the Transaction Documents, the Servicer all such Permitted Investments shall not allow amounts be held in the Collection name and be under the sole dominion and control of Lender, and (iv) no Permitted Investment shall be made unless Lender shall retain a perfected first priority Lien in such Permitted Investment securing the Indebtedness and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken. All funds in the Rent Account or and the Acquisition Performance Account that are invested in a Permitted Investment are deemed to be held in such accounts for all purposes of this Agreement and the other Loan Documents. Neither Lender nor any of the other Lender Parties shall have any liability for any loss in investments of funds in the Rent Account and the Performance Account that are invested unless it in Permitted Investments whether Borrower or Lender selected such Permitted Investments in accordance herewith and no such loss shall affect Borrower's obligation to fund, or liability for funding, such accounts. Borrower agrees that Borrower shall include all such earnings on the Rent Account and the Performance Account as income of the Borrower (and, if Borrower is able to maintain records on a daily basis partnership or other pass-through entity, the partners, members or beneficiaries of Borrower, as to the amounts realized from case may be), and shall be the investment owner of Collections received on each Originator’s Receivablessuch accounts for federal and applicable state and local tax purposes.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount Funds on deposit in the Acquisition Collection Account (after giving effect to and the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer Reserve Account shall instruct the Indenture Trustee to invest any amounts be invested in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee written direction of the Borrower, provided that if a Termination Event or (y) any investments set forth Unmatured Termination Event shall have occurred, such amounts shall be invested in Permitted Investments described in clause (eg) of the definition thereof. Any such written directions from the Borrower shall specify the particular investment to be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. If (i) the Servicer Borrower fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account provide such written direction to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuingCollateral Agent, the Qualified Institution will invest and reinvest such funds in such Bank Account according to the last investment instructions received, if anyshall remain uninvested. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds Funds on deposit in the Collection Account, the Acquisition Account, Account and the Reserve Account and shall be invested in Permitted Investments that will 110 mature so that such funds will be available no later than the Negative Carry Account will remain uninvested. Notwithstanding anything Business Day prior to the contrary in this Section 4.2(a) or next Payment Date, except that in the Transaction Documentscase of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Servicer Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall not allow amounts held be deposited in the Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in either account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent’s receipt of a broker’s confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on a daily basis as to provided by the amounts realized from Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment of Collections received on each Originator’s Receivablesactivity. No statement need be made available for any fund/account if no activity has occurred in such fund/account during such period.

Permitted Investments. If (i) no Default or Sums on deposit in the Accounts shall --------------------- not be invested except in Permitted Investments. Except during the existence of any Event of Default has occurred and is continuing and (ii) Cellco is Default, Borrower shall have the Servicer, the Servicer may instruct the Indenture Trustee right to direct Agent to invest any funds sums on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account Accounts in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, thathowever, in -------- ------- no event shall Borrower direct Agent to make a Permitted Investment if the maturity date of that Permitted Investment is later than the date on any Payment Datewhich the invested sums are required for payment of an obligation for which the Account was created. After an Event of Default and during the continuance thereof, the amount Lender may direct Agent to invest sums on deposit in the Acquisition Account (after giving effect Accounts in Permitted Investments as Lender shall determine in its sole discretion. Borrower hereby irrevocably authorizes and directs Agent to apply any income earned from Permitted Investments to the acquisition respective Accounts. The amount of actual losses sustained on a liquidation of a Permitted Investment shall be deposited into the Central Account by Borrower no later than one (1) Business Day following such liquidation. Borrower shall be responsible for payment of any Additional Receivables on such date) federal, state or local income or other tax applicable to income earned from Permitted Investments. The Accounts shall be assigned the federal tax identification number of Borrower, which number is greater than 25% of the aggregate Note Balance (after giving effect to any payments made set forth on the Notes signature pages hereof. Any interest, dividends or other earnings which may accrue on such date), the Servicer Accounts shall instruct be added to the Indenture Trustee to invest any amounts balance in the Acquisition applicable Account and allocated and/or disbursed in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of accordance with the definition of Permitted Investments terms hereof. Provided that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or no Event of Default has occurred exists (subject to Section 7.3 of the Loan Agreement) and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according subject to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer terms and request new investment instructions, conditions of Sections 6.3 - 6.5 and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder 7.3 of the Permitted Investments. If Cellco is not Loan Agreement, interest, dividends and other earnings which may accrue on the Servicer, funds on deposit in the Collection Impositions and Insurance Reserve Sub-Account, the Acquisition Account, the Debt Service Reserve Sub-Account and Replacement Reserve Sub-Account shall be disbursed by Agent to Borrower promptly after the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment end of Collections received on each Originator’s Receivablescalendar quarter.

Permitted Investments. If The Loan Parties shall not, and shall not permit any Subsidiary to, make any Investment, except that such Persons may make any Investment subject to the limitations set forth below: - 87 - Permitted Investment Limitations Wholly Owned Raw Land No Wholly Owned Raw Land shall be acquired if the Value represented by such Investment, together with all Wholly Owned Raw Land then owned by the Parent and its Subsidiaries, exceeds 5% of total Value (i) no Default including such Wholly Owned Raw Land). Individual GGP Properties No individual GGP Property or Event Equity Interests in a Person owning an individual GGP Property shall be acquired without the consent of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account Administrative Agent and the Negative Carry Account in Permitted Investments and, Requisite Lenders if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on Value represented by such date) is greater than Investment exceeds 25% of total Value (including such GGP Property). Equity Interests of Joint Ventures in which the aggregate Note Balance Parent or any Wholly-Owned Subsidiary is not a general partner or managing member All such Equity Interests owned as of the Closing Date and set forth on Schedule 9.02 shall be permitted. No such Equity Interests shall be acquired without the consent of the Administrative Agent and the Requisite Lenders if the Value of such Investment, together with all other such Equity Interests then owned by the Parent and its Subsidiaries that is acquired after the Closing Date exceeds 5% of total Value (after giving effect to including such Equity Interests). Equity Interests of Joint Ventures in which the Parent or any payments made on Wholly-Owned Subsidiary is a general partner or managing member No such Equity Interests shall be acquired without the Notes on consent of the Administrative Agent and the Requisite Lenders if the Value of such dateInvestment, together with all other such Equity Interests then owned by the Parent and its Subsidiaries, exceeds 55% of total Value (including such Equity Interests). Real Property Under Construction The Value of all Real Property Under Construction shall not, at any given time, exceed 15% of total Value (including such Real Property Under Construction). First lien priority Mortgage Loans and mezzanine loans and other similar subordinated debt financing instruments acquired or originated by the Parent, the Servicer Borrowers and their respective Subsidiaries The Value of all such Mortgage Loans and mezzanine loans and other similar subordinated debt financing instruments shall instruct not exceed 5% of total Value. Cash and Cash Equivalents Unlimited For the Indenture Trustee avoidance of doubt, notwithstanding anything herein to invest the contrary, the foregoing shall not proscribe any amounts Investment reasonably required in the Acquisition Account in excess minimum amount necessary for Parent and each of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able its REIT Subsidiaries to maintain records on its qualification as a daily basis as to the amounts realized from the investment of Collections received on each Originator’s ReceivablesREIT.

Permitted Investments. If Upon the request of Borrower (which request may be made one time per month), Lender shall direct the Bank to invest and reinvest any balance in the Cash Collateral Account from time to time in Permitted Investments as instructed by Borrower; provided, however, that (i) no Default if Borrower fails to so instruct Lender, or upon the occurrence of an Event of Default has occurred Default, Lender may direct the Bank to invest and is continuing and reinvest such balance in Permitted Investments as Lender shall determine in its sole discretion, (ii) Cellco is the Servicer, maturities of the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Cash Collateral Account shall, to the extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub-Accounts must be made, (iii) all such Permitted Investments shall be held in the name and be under the sole dominion and control of Servicer, and (iv) no Permitted Investment shall be made unless Servicer shall retain a perfected first priority Lien in such Permitted Investment securing the Indebtedness and all filings and other actions necessary to ensure the validity, perfection, and priority of such Lien have been taken. It is the intention of the parties hereto that the entire amount deposited in the Cash Collateral Account (after giving effect or as much thereof as Lender may reasonably arrange to the acquisition of any Additional Receivables on such dateinvest) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts at all times be invested in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of and that the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereofCash Collateral Account shall be a so-called "zero balance" account. If (i) the Servicer fails to give investment instructions for any All funds in the Collection Account, the Acquisition Account, the Reserve Cash Collateral Account or the Negative Carry Account that are invested in a Permitted Investment are deemed to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Cash Collateral Account for all purposes of this Agreement and the other Loan Documents. Neither Lender nor any of its agents, including Servicer, shall have any liability for any loss in investments of funds in the Cash Collateral Account that are invested in Permitted Investments (unless invested contrary to Borrower's request prior to an Event of Default) and no such loss shall affect Borrower's obligation to fund, or liability for funding, the Acquisition Cash Collateral Account to be invested unless it is able to maintain records and each Sub-Account, as the case may be. Borrower agrees that Borrower shall include all such earnings on a daily basis the Cash Collateral Account as to the amounts realized from the investment income of Collections received on each Originator’s ReceivablesBorrower for federal and applicable state tax purposes.

Permitted Investments. If Upon the written request of Grantor, Beneficiary shall direct the Bank to invest and reinvest any balance in the Cash Collateral Account from time to time in Permitted Investments as instructed by Grantor (iwhich instruction may be made no more than one time per month), provided that (a) if Grantor fails to so instruct Beneficiary, or upon the occurrence of a Default, Beneficiary may direct the Bank to invest and reinvest such balance in Permitted Investments as Beneficiary shall determine in its sole discretion, (b) the maturities of the Permitted Investments on deposit in the Cash Collateral Account shall, to the extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the applicable Sub-Accounts must be made, (c) all such Permitted Investments shall be held in the name and be under the sole dominion and control of Beneficiary, and (d) no Default or Event Permitted Investment shall be made unless Beneficiary shall retain a perfected first priority lien on such Permitted Investment securing the Debt and all filings and other actions necessary to ensure the validity, perfection, and priority of Default has occurred and is continuing and (ii) Cellco such lien have been taken. It is the Servicerintention of the parties hereto that the entire amounts deposited in the Cash Collateral Account (or as much thereof as Beneficiary may reasonably arrange to invest) shall at all times be invested in Permitted Investments, and that the Cash Collateral Account shall be a so-called "zero balance" account. All funds in the Cash Collateral Account that are invested in a Permitted Investment are deemed to be held in the Cash Collateral Account for all purposes of this Deed of Trust and the other Loan Documents. Beneficiary shall not have any liability for any loss in investments of funds in the Cash Collateral Account that are invested in Permitted Investments whether Grantor or Beneficiary selected such Permitted Investment in accordance herewith and no such loss shall affect Grantor's obligation to fund, or liability for funding, the Servicer Cash Collateral Account and each Sub-Account, as the case may instruct be. Grantor agrees that Grantor shall include all such earnings on the Indenture Trustee Cash Collateral Account as income of Grantor (and, if Grantor is a partnership or other pass-through entity, the partners, members or beneficiaries of Grantor, as the case may be) for federal and applicable state and local tax purposes. Grantor shall have no right whatsoever to invest any funds direct the investment of the proceeds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds Amounts deposited in the Collection AccountCollateral Accounts under this Depositary Agreement shall, at the Acquisition Accountrelevant Borrower’s written request and direction, be invested by the Reserve Account and the Negative Carry Account Depositary in Permitted Investments andInvestments. Except as otherwise provided herein, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account net interest or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions gain received, if any. If no prior investment instructions have been received or if , from such investments shall be deposited into the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection U.S. Borrower Dollar Collateral Account, the Acquisition Luxembourg Borrower Dollar Collateral Account or the Luxembourg Borrower Euro Collateral Account, as the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything case may be, to the contrary in this Section 4.2(a) or in extent attributable thereto. Any loss shall be charged to the Transaction Documentsapplicable Collateral Account. Absent written instructions from the relevant Borrower, the Servicer Depositary shall not allow invest the amounts held in the Collection Account Collateral Accounts under this Depositary Agreement in Permitted Investments, until written instructions regarding investments are received by the Depositary. The Depositary may make any and all such investments through its own trust department. The Depositary shall not be liable for any depreciation of the value of any investment made pursuant to this Section 3.5 or for any loss or penalty resulting from any such investment on the Acquisition Account redemption, sale and maturity thereof. So long as an outstanding balance remains in any of the Collateral Accounts under this Depositary Agreement, the Depositary will provide the relevant Borrower with monthly statements showing the amount of all receipts, the net investment income or gain received and collected, all disbursements and the amount then available in each such Collateral Account. The Depositary shall have no obligation to invest or reinvest the amounts deposited in the Collateral Accounts if deposited with the Depositary after 11:00 a.m. (New York time) on such day of deposit. Instructions received after 11:00 a.m. (New York time) will be treated as if received on the following Business Day. In no event shall the Depositary be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Depositary or its affiliates are permitted to receive additional compensation that could be deemed to be invested unless it is able in the Depositary’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to maintain records on a daily basis as certain of the investments, (ii) using affiliates to the amounts realized from the investment of Collections received on each Originator’s Receivableseffect transactions in certain investments and (iii) effecting transactions in investments.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, Account or the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, Account or the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Reserve Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. Funds on deposit in the Negative Carry Account will remain uninvested. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Reserve Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivables.

Permitted Investments. If Amounts held in any Account created by and held under this Agreement (iother than the Separate Accounts) no Default shall be invested and reinvested in Permitted Investments at the written direction (which may be in the form of a standing instruction) of an Authorized Representative of the Partnership; provided, however, that at any time when (a) an Authorized Officer of the Administrative Agent has received written notice from the Collateral Agent or any other Senior Secured Party that an Event of Default has shall have occurred and is be continuing and or (iib) Cellco is an Authorized Representative of the ServicerPartnership has not timely furnished such a written direction or, after a request by the Administrative Agent, has not so confirmed a standing instruction to the Administrative Agent, the Servicer may instruct the Indenture Trustee to Administrative Agent shall invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account such monies only in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance type referred to in clause (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (cvi) of the definition of "Permitted Investments" of a maturity of (x) 180 days or less prior to the Completion Date and (y) one year or less after the Completion Date. Any written direction of an Authorized Representative of the Partnership with respect to the investment or reinvestment of monies held in any Account (other than the Separate Accounts) shall direct investment or reinvestment only in Permitted Investments that are held by shall mature in such amounts and have maturity dates or be subject to redemption at the Indenture Trustee option of the holder thereof on or prior to maturity thereof as needed for the purposes of such Accounts, but in no event shall such Permitted Investments mature more than (x) prior to the Completion Date, 180 days after the date acquired and (y) after the Completion Date, one year after the date acquired. The Administrative Agent shall have no duty to determine whether any investments investment or reinvestment shall satisfy the criteria set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds of "Permitted Investment" in the Collection Account, the Acquisition Account, the Reserve Account Indenture or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary criteria set forth in this Section 4.2(a) or 3.11 and neither the Administrative Agent nor the Collateral Agent shall have any liability in the Transaction Documentsevent that the value of any Permitted Investment decreases. The Administrative Agent shall at any time and from time to time liquidate any or all of such investments prior to the maturity as needed in order to effect the transfers and withdrawals contemplated by this Agreement in accordance with an Officer's Certificate of the Partnership; provided that, in the absence of timely receipt of such an Officer's Certificate, the Servicer Administrative Agent shall liquidate all such investments as necessary in order to effect the transfers and withdrawals contemplated by this Agreement. In the event any such investments are redeemed prior to the maturity thereof, the Administrative Agent shall not allow amounts held in be liable for any loss or penalties relating thereto. Any income or gain realized from such investments shall be deposited into the Collection Account (or the sub-Account or sub account) from which such Monies came. For purposes of any income tax payable on account of any income or gain on an investment, such income or gain shall be for the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to account of the amounts realized from the investment of Collections received on each Originator’s ReceivablesPartnership.

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account, as applicable, in those Permitted Investments; provided, that, if on any Payment Date, the amount on deposit in the Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date), the Servicer shall instruct the Indenture Trustee to invest any amounts in the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments set forth in clauses (b) or (c) of the definition of Permitted Investments that are held by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds Funds on deposit in the Collection Account, the Acquisition Principal Collection Account and the Reserve Account shallmay be invested in Permitted Investments by or at the written direction of the Borrower, provided that if a Termination Event or Unmatured Termination Event shall have occurred, such amounts shallmay continue to be invested in Permitted Investments according to the last written direction received from the Borrower. Absent written direction from the Borrower, then any funds in such accounts shall remain uninvested (without any requirement or liability to pay for interest or earnings). Any such written directions shall specify the particular investment to be made and shall certify that such investment is a Permitted Investment and is permitted to be made under this Agreement. Funds on deposit in the Collection Account, the Reserve Principal Collection Account and the Negative Carry Account Reserve Account, if invested, shall be invested in Permitted Investments that will remain uninvested. Notwithstanding anything mature so that such funds will be available no later than the Business Day prior to the contrary in this Section 4.2(a) or next Payment Date, except that in the Transaction Documentscase of funds representing Collections with respect to a succeeding Collection Period, such Permitted Investments may mature so that such funds will be available no later than the Business Day prior to the Payment Date for such Collection Period. No Permitted Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Permitted Investment shall be deposited in the Collection Account, the Servicer shall not allow amounts held in the Principal Collection Account or the Acquisition Reserve Account, as applicable. Investments may be made in any account on any date (provided such investments mature in accordance herewith), only after giving effect to deposits to and withdrawals from such account on such date. Realized losses, if any, on amounts invested in Permitted Investments shall be charged against investment earnings on amounts on deposit in the Collection Account, the Principal Collection Account or the Reserve Account, as applicable. The Borrower acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Permitted Investments or the Collateral Agent's receipt of a broker's confirmation. The Borrower agrees that such notifications shall not be invested unless it is able to maintain records on provided by the Collateral Agent hereunder, and the Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period. The Collateral Agent shall not be liable for any loss, including without limitation any loss of principal or interest, or for any breakage fees or penalties in connection with the purchase or liquidation of any investment made in accordance with the written instructions of Agent does not have a daily basis as to valid and perfected first priority security interest will be material if the amounts realized from outstanding balance of the investment related Contracts exceeds 3% of Collections received on each Originator’s Receivables.the Aggregate Outstanding Eligible Loan Balance of all Eligible Contracts; or

Permitted Investments. If (i) no Default or Event of Default has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds Sums on deposit in the Collection Account, the any Site Acquisition Account, the Reserve Liquidated Site Replacement Account and the Negative Carry Account Reserve Accounts shall be invested in Permitted Investments andInvestments. Except during the existence of an Event of Default, if investment instructions are received, the Manager shall direct the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts in writing to invest the funds sums on deposit in the Collection Account, the any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Account or the Negative Carry Account, as applicable, Accounts in those Permitted Investments; provided, thathowever, in no event shall the Manager direct the Indenture Trustee to make a Permitted Investment if the maturity date of that Permitted Investment is later than one Business Day prior to a Payment Date if there are insufficient funds available for the payment of the obligations due on any such Payment Date. In the absence of such written instruction (which shall specify a particular Permitted Investment), such funds shall remain uninvested. After an Event of Default of which a Responsible Officer of the amount Indenture Trustee shall have actual knowledge and during the continuance thereof, sums on deposit in the Collection Account, any Site Acquisition Account (after giving effect to the acquisition of any Additional Receivables on such date) is greater than 25% of the aggregate Note Balance (after giving effect to any payments made on the Notes on such date)Account, the Servicer Liquidated Site Replacement Account and the Reserve Accounts shall instruct remain uninvested unless otherwise directed by the Servicer. The Obligors hereby irrevocably authorize the Indenture Trustee to invest apply any amounts income earned from Permitted Investments to the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts in accordance with the Acquisition Account in excess of such amount in any Permitted Investments, other than (x) any investments priorities set forth in clauses Section 5.01(a) of the Indenture with any such income available on any Payment Date being deemed to be attributable to the immediately preceding Collection Period for such purposes. The Obligors shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments. The Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts shall be assigned the federal tax identification number of the Issuer, which number is set forth on the signature page hereof. Any dividends or other earnings which may accrue on the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account or the Reserve Accounts shall be added to the balance in the applicable Account and allocated and/or disbursed in accordance with the terms hereof. In no event shall the Indenture Trustee be responsible for, or incur any liability with respect to, any investment losses incurred in accordance with the terms of this Agreement. The parties hereto acknowledge that investments made pursuant to clause (b) or (cvi) of the definition of Permitted Investments includes mutual funds for which the Indenture Trustee (or any Affiliate of the Indenture Trustee) may serve as investment manager, administrator, shareholder, servicing agent, or custodian or subcustodian, notwithstanding the fact that (i) the Indenture Trustee (or an Affiliate of the Indenture Trustee) receives fees from such funds for services rendered, (ii) the Indenture Trustee charges and collects fees for services rendered pursuant to the Indenture, which fees are held separate from the fees received from such funds and (iii) services performed for such funds and pursuant to this Agreement and the Indenture may at times duplicate those provided to such funds by or at the Indenture Trustee or (y) any investments set forth in clause (e) of the definition thereof. If (i) the Servicer fails to give investment instructions for any funds in the Collection Account, the Acquisition Account, the Reserve Account or the Negative Carry Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Bank Account according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments. If Cellco is not the Servicer, funds on deposit in the Collection Account, the Acquisition Account, the Reserve Account and the Negative Carry Account will remain uninvested. Notwithstanding anything to the contrary in this Section 4.2(a) or in the Transaction Documents, the Servicer shall not allow amounts held in the Collection Account or the Acquisition Account to be invested unless it is able to maintain records on a daily basis as to the amounts realized from the investment of Collections received on each Originator’s Receivablesits Affiliates.