Common use of Principal Funding Account Clause in Contracts

Principal Funding Account. (a) The Servicer shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement.

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e). (b) Funds on deposit in the Principal Funding Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Principal Funding Account on any Transfer Date, after giving effect to any withdrawals from the Principal Funding Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the Agreement.definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Rapid Amortization Period, the Trustee, acting at the Servicer's direction given on or before such Transfer Date, shall transfer from the Principal Funding Account to the Finance Charge Account the Principal Funding Investment Proceeds on deposit in the Principal Funding Account for application as Class A Available Funds and Class B Available Funds in accordance with Section 4.09. Principal Funding Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Funding Account for purposes of this Series Supplement. SECTION 4.15

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement).

Principal Funding Account. (ass) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e4.09(f). (tt) Funds on deposit in the Principal Funding Account shall be invested at the direction of the AgreementServicer by the Trustee in Permitted Investments. Funds on deposit in the Principal Funding Account on any Transfer Date, after giving effect to any withdrawals from the Principal Funding Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On the Transfer Date occurring in the month following the commencement of the Controlled Accumulation Period and on each Transfer Date thereafter with respect to the Controlled Accumulation Period, the Trustee, acting at the Servicer's direction given on or before such Transfer Date, shall transfer from the Principal Funding Account to the Finance Charge Account the Principal Funding Investment Proceeds on deposit in the Principal Funding Account, but not in excess of the Covered Amount, for application as Class A Available Funds applied pursuant to subsection 4.09(a)(i). Any Excess Principal Funding Investment Proceeds shall be paid to the Seller on each Transfer Date. An amount equal to any Principal Funding Investment Shortfall will be deposited in the Finance Charge Account on each Transfer Date from the Reserve Account to the extent funds are available pursuant to subsection 4.15(d). Principal Funding Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Funding Account for purposes of this Series Supplement.

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e4.09(f). (b) Funds on deposit in the Principal Funding Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. Funds on deposit in the Principal Funding Account on any Transfer Date, after giving effect to any withdrawals from the Principal Funding Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall: (i) hold each Permitted Investment (other than such as are described in clause (c) of the Agreement.definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (I) such investment property shall at all times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) all property credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) such agreement shall be governed by the laws of the State of New York; (ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than such as are described in clause (c) of the definition thereof); and (iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Trustee by the issuer thereof; provided, that no Permitted Investment shall be disposed of prior to its maturity date. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Rapid Amortization Period, the Trustee, acting at the Servicer's direction given on or before such Transfer Date, shall transfer from the Principal Funding Account to the Finance Charge Account the Principal Funding Investment Proceeds on deposit in the Principal Funding Account for application as Class A Available Funds and Class B Available Funds in accordance with Section 4.09. Principal Funding Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Funding Account for purposes of this Series Supplement. SECTION 4.15

Principal Funding Account. (arr) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e). (ss) Funds on deposit in the Principal Funding Account shall be invested at the direction of the AgreementServicer by the Trustee in Permitted Investments. Funds on deposit in the Principal Funding Account on any Transfer Date, after giving effect to any withdrawals from the Principal Funding Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On the Transfer Date occurring in the month following the commencement of the Controlled Accumulation Period and on each Transfer Date thereafter with respect to the Controlled Accumulation Period, the Trustee, acting at the Servicer's direction given on or before such Transfer Date, shall transfer from the Principal Funding Account to the Finance Charge Account the Principal Funding Investment Proceeds on deposit in the Principal Funding Account, but not in excess of the Covered Amount, for application as Class A Available Funds applied pursuant to subsection 4.09(a)(i). Any Excess Principal Funding Investment Proceeds shall be paid to the Seller on each Transfer Date. An amount equal to any Principal Funding Investment Shortfall will be deposited in the Finance Charge Account on each Transfer Date from the Reserve Account to the extent funds are available pursuant to subsection 4.15(d). Principal Funding Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Funding Account for purposes of this Series Supplement.

Principal Funding Account. (a) The Servicer shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement.

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement4.09(f).

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, Series Supplement and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period or the Rapid Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement).

Principal Funding Account. (a) The Servicer shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating ------------------------- that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement.

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain an account with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, which account shall be a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor Institution, JCPR shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e4.16(e) of the Agreementhereof.

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement4.09(f).

Principal Funding Account. (a) The Servicer shall establish and maintain with a Qualified Institution, which may be the Trusteeestablish, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor CertificateholdersSeries 2001-1 Certificateholders and the Collateral Interest Holder, as their interests appear herein, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding PRINCIPAL FUNDING ACCOUNT" which shall be an Eligible Deposit Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 2001-1 Certificateholders and the Collateral Interest Holder. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor CertificateholdersSeries 2001-1 Certificateholders and the Collateral Interest Holder. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trusteean Eligible Deposit Account, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business DaysDays (or such longer period, not to exceed thirty calendar days, as to which each Rating Agency shall consent) establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institutionas an Eligible Deposit Account, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Distribution Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the AgreementSECTION 4.05(e).

Principal Funding Account. (a) The Servicer shall establish and maintain with a Qualified Institution, which may be the Trusteeestablish, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor CertificateholdersSeries 2000-1 Certificateholders and the Collateral Interest Holder, as their interests appear herein, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding PRINCIPAL FUNDING ACCOUNT" which shall be an Eligible Deposit Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 2000-1 Certificateholders and the Collateral Interest Holder. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor CertificateholdersSeries 2000-1 Certificateholders and the Collateral Interest Holder. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trusteean Eligible Deposit Account, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business DaysDays (or such longer period, not to exceed thirty calendar days, as to which each Rating Agency shall consent) establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institutionas an Eligible Deposit Account, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Distribution Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the AgreementSECTION 4.05(e).

Principal Funding Account. (a) The Servicer shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly ------------------------- indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement.

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period or the Rapid Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement).

Principal Funding Account. (arr) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e). (ss) Funds on deposit in the Principal Funding Account shall be invested at the direction of the Agreement.Servicer by the Trustee in Permitted Investments. Funds on deposit in the Principal Funding Account on any Transfer Date, after giving effect to any withdrawals from the Principal Funding Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On the Transfer Date occurring in the month following the commencement of the Controlled Accumulation Period and on each Transfer Date thereafter with respect to the Controlled Accumulation Period, the Trustee, acting at the Servicer's direction given on or before such Transfer Date, shall transfer from the Principal Funding Account to the Finance Charge Account the Principal Funding Investment Proceeds on deposit in the Principal Funding Account, but not in excess of the Covered Amount, for application in the following priority:

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period or the Rapid Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement4.09(f).

Principal Funding Account. (a) The Servicer Indenture Trustee shall establish and maintain with a Qualified an Eligible Institution, which may be the Trustee, Indenture Trustee in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor CertificateholdersSeries 2007-1 Noteholders, a segregated trust account with the corporate trust department of such Qualified Eligible Institution (the "“Principal Funding Account"”), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 2007-1 Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor CertificateholdersSeries 2007-1 Noteholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution an Eligible Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer Transferor on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified an Eligible Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series 2007-1 Indenture Supplement, and (ii) on each Transfer Distribution Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account Account, make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the AgreementSection 4.03(c).

Principal Funding Account. (a) The Servicer shall establish and maintain or cause to be established and maintained with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, the "Principal Funding Account," which shall be a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account")Institution, bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Series 1997-2 Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Series 1997-2 Certificateholders. If If, at any time time, the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the TrusteeInstitution, and the Trustee upon being notified (or the Servicer on its behalf) shall, shall within ten (10) 10 Business Days, Days establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. From the date such new Principal Funding Account is established, it shall be the "Principal Funding Account." The TrusteeTrust- ee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) 4.12 of the Agreement.

Principal Funding Account. (a) The Servicer shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- --------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement.

Principal Funding Account. (a) The Servicer shall establish and maintain or cause to be established and maintained with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the TrustSecurityholders, for the benefit of the Investor Certificateholders, “Principal Funding Account,” which shall be a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account")Institution, bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 2004-2 Securityholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor CertificateholdersSeries 2004-2 Securityholders. If If, at any time time, the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the TrusteeInstitution, and the Trustee upon being notified (or the Servicer on its behalf) shall, shall within ten (10) 10 Business Days, Days establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. From the date such new Principal Funding Account is established, it shall be the “Principal Funding Account.” The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e4.12(a) of the Agreement.

Principal Funding Account. (a) The Servicer Indenture Trustee shall establish and maintain with a Qualified an Eligible Institution, which may be the Trustee, Indenture Trustee in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor CertificateholdersSeries 2002-A Noteholders, a segregated trust account with the corporate trust department of such Qualified Eligible Institution (the "Principal Funding AccountPRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 2002-A Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor CertificateholdersSeries 2002-A Noteholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution an Eligible Institution, the Transferor Servicer shall notify the TrusteeIndenture Trustee in writing, and the Indenture Trustee upon being so notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified an Eligible Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Payment Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account Account, make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement4.04(c)(i).

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement4.09(f).

Principal Funding Account. (a) The Servicer Indenture Trustee shall establish and maintain with a Qualified an Eligible Institution, which may be the Trustee, Indenture Trustee in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor CertificateholdersSeries 2002-1 Noteholders, a segregated trust account with the corporate trust department of such Qualified Eligible Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 2002-1 Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor CertificateholdersSeries 2002-1 Noteholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution an Eligible Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer Transferor on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified an Eligible Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series 2002-1 Indenture Supplement, and (ii) on each Transfer Distribution Date (from and after the frox xxx xxxxx xxx commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account Account, make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the AgreementSection 4.03(c).

Principal Funding Account. (a) The Servicer Indenture Trustee shall establish and maintain with a Qualified an Eligible Institution, which may be the Indenture Trustee, in the name of the Indenture Trustee, on behalf of the Trust, for the benefit of the Investor CertificateholdersSeries 2003-2 Noteholders, a segregated trust account with the corporate trust department of such Qualified Eligible Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 2003-2 Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor CertificateholdersSeries 2003-2 Noteholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution an Eligible Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, (or such longer period as to which the Rating Agency has consented) establish a new Principal Funding Account meeting the conditions specified above with a Qualified an Eligible Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Distribution Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account Account, make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement4.04(c)(i).

Principal Funding Account. (a) The Servicer shall establish and maintain or cause to be established and maintained with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the TrustSecurityholders, for the benefit of the Investor Certificateholders, "Principal Funding Account," which shall be a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account")Institution, bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 1999- Securityholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor CertificateholdersSeries 1999- Securityholders. If If, at any time time, the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the TrusteeInstitution, and the Trustee upon being notified (or the Servicer on its behalf) shall, shall within ten (10) 10 Business Days, Days establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. From the date such new Principal Funding Account is established, it shall be the "Principal Funding Account." The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) 4.12 of the Agreement.

Principal Funding Account. (a) The Servicer shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- ---------- ------- -------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement.

Principal Funding Account. (a) The Servicer shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating ------------------------- that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified speci- fied in, and otherwise in accordance with, subsection 4.09(e) of the Agreement.

Principal Funding Account. (a) The Servicer Indenture Trustee shall establish and maintain with a Qualified an Eligible Institution, which may be the Indenture Trustee, in the name of the Indenture Trustee, on behalf of the Trust, for the benefit of the Investor CertificateholdersSeries 2003-1 Noteholders, a segregated trust account with the corporate trust department of such Qualified Eligible Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 2003-1 Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor CertificateholdersSeries 2003-1 Noteholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution an Eligible Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, (or such longer period as to which the Rating Agency has consented) establish a new Principal Funding Account meeting the conditions specified above with a Qualified an Eligible Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Distribution Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account Account, make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement4.04(c)(i).

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified an Eligible Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding AccountPRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution an Eligible Institution, the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified an Eligible Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement4.9(e)(i).

Principal Funding Account. (a) The Servicer Indenture Trustee shall establish and maintain with a Qualified an Eligible Institution, which may be the Indenture Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor CertificateholdersSeries 2000-1 Noteholders, a segregated trust account with the corporate trust department of such Qualified Eligible Institution (the "Principal Funding Account"), bearing a designation clearly ------------------------- indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 2000-1 Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor CertificateholdersSeries 2000-1 Noteholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution an Eligible Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, (or such longer period as to which the Rating Agency has consented) establish a new Principal Funding Account meeting the conditions specified above with a Qualified an Eligible Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Distribution Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account Account, make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement4.04(c)(i).

Principal Funding Account. (a) The Servicer shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal --------- Funding Account"), bearing a designation clearly indicating that ------------------------- the funds --------------- deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement.

Principal Funding Account. (a) The Servicer shall establish and maintain or cause to be established and maintained with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the TrustSecurityholders, for the benefit of the Investor Certificateholders, "Principal Funding Account," which shall be a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account")Institution, bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries [-] Securityholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor CertificateholdersSeries [-] Securityholders. If If, at any time time, the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the TrusteeInstitution, and the Trustee upon being notified (or the Servicer on its behalf) shall, shall within ten (10) 10 Business Days, Days establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. From the date such new Principal Funding Account is established, it shall be the "Principal Funding Account." The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e4.12(a) of the Agreement.

Principal Funding Account. (a) The Servicer shall ------------------------- establish and maintain with a Qualified Institution, which may be the Trusteemaintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Series 2000-1 Certificateholders, with an Eligible Institution a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly ------------------------- indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Series 2000-1 Certificateholders. The Principal Funding Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Series 2000-1 Certificateholders. If If, at any time time, the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trusteean Eligible Institution, and the Trustee upon being notified (or the Servicer on its behalf) shall, shall within ten (10) five Business Days, Days establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, an Eligible Institution and shall transfer any cash or and/or any investments to such new Principal Funding Account. The Pursuant to the authority granted to the Servicer in Section 3.1(b), the Servicer shall have the power, revocable by the Trustee, at the written direction of the Servicer, shall (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Date (from and after of carrying out the commencement of Servicer's or the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the AgreementTrustee's duties hereunder.

Principal Funding Account. (a) a. The Servicer shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- ---------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If any time the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement.

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, Series Supplement and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement).

Principal Funding Account. (a) The Servicer shall establish and maintain with a Qualified Institution, which may be the Trusteemaintain, in the name of the Indenture Trustee, on behalf of the Trust, for the benefit of the Investor CertificateholdersSeries 2003-A Noteholders, with an Eligible Institution a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersClass A Noteholders. The Principal Funding Account shall initially be established with the Indenture Trustee. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor CertificateholdersClass A Noteholders. If If, at any time time, the institution holding the Principal Funding Account ceases to be a Qualified Institution an Eligible Institution, the Transferor shall notify the Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, shall within ten (10) five Business Days, Days establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, an Eligible Institution and shall transfer any cash or and/or any investments to such new Principal Funding Account. The Pursuant to the authority granted to the Servicer in Section 3.1(b) of the Pooling and Servicing Agreement or the Transfer and Servicing Agreement, as applicable, the Servicer shall have the power, revocable by the Indenture Trustee, at the written direction of the Servicer, shall (i) to make withdrawals and payments or to instruct the Indenture Trustee to make withdrawals and payments from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Date (from and after of carrying out the commencement of Servicer's or the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the AgreementIndenture Trustee's duties hereunder.

Principal Funding Account. (a) The Servicer shall establish and maintain or cause to be established and maintained with a Qualified Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, the "Principal Funding Account," which shall be a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account")Institution, bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Series 1997-2 Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Series 1997-2 Certificateholders. If If, at any time time, the institution holding the Principal Funding Account ceases to be a Qualified Institution the Transferor shall notify the TrusteeInstitution, and the Trustee upon being notified (or the Servicer on its behalf) shall, shall within ten (10) 10 Business Days, Days establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. From the date such new Principal Funding Account is established, it shall be the "Principal Funding Account." The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) 4.12 of the Agreement.

Principal Funding Account. (a) The Servicer Indenture Trustee shall establish and maintain with a Qualified an Eligible Institution, which may be the Trustee, Indenture Trustee in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor CertificateholdersSeries 2003-D Noteholders, a segregated trust account with the corporate trust department of such Qualified Eligible Institution (the "Principal Funding AccountPRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 2003-D Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor CertificateholdersSeries 2003-D Noteholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution an Eligible Institution, the Transferor Servicer shall notify the TrusteeIndenture Trustee in writing, and the Indenture Trustee upon being so notified (or the Servicer on its behalf) shall, within ten (10) Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified an Eligible Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Payment Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account Account, make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement4.04(c)(i).

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified Institution, which may be the Trustee, in the name of the TrusteeTrust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement).

Principal Funding Account. (a) The Servicer Trustee shall establish and maintain with a Qualified an Eligible Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of the Investor Certificateholders, a segregated trust account with the corporate trust department of such Qualified Eligible Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution an Eligible Institution, the Transferor Seller shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, establish a new Principal Funding Account meeting the conditions specified above with a Qualified an Eligible Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Supplement, and (ii) on each Transfer Distribution Date (from and after the commencement of the Controlled Accumulation Period or the Early Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.09(e) of 4.11(d). Amounts deposited into the AgreementPrincipal Funding Account shall not be considered principal payments made to Certificateholders.

Principal Funding Account. (a) The Servicer Indenture Trustee shall establish and maintain with a Qualified an Eligible Institution, which may be the Indenture Trustee, in the name of the Indenture Trustee, on behalf of the Trust, for the benefit of the Investor CertificateholdersSeries 2002-1 Noteholders, a segregated trust account with the corporate trust department of such Qualified Eligible Institution (the "Principal Funding Account"), bearing a designation clearly indicating that ------------------------- the funds deposited therein are held for the benefit of the Investor CertificateholdersSeries 2002-1 Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor CertificateholdersSeries 2002-1 Noteholders. If at any time the institution holding the Principal Funding Account ceases to be a Qualified Institution an Eligible Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten (10) 10 Business Days, (or such longer period as to which the Rating Agency has consented) establish a new Principal Funding Account meeting the conditions specified above with a Qualified an Eligible Institution, and shall transfer any cash or any investments to such new Principal Funding Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Distribution Date (from and after the commencement of the Controlled Accumulation Period) prior to the termination of the Principal Funding Account Account, make a deposit deposits into the Principal Funding Account in the amount amounts specified in, and otherwise in accordance with, subsection 4.09(e) of the Agreement4.04(c)(i).