Common use of Reserve Account Clause in Contracts

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income earnings on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(b)(iv) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(b)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (viv) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income earnings on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(c)(v) and this Section 5.07Section. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shallwill, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(c)(v), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (xw) the payments and distributions to Noteholders described in clauses (i) through (viiii) of Section 5.06(b), (x) the payment of principal on any class of Notes on the Final Scheduled Payment Date of that class of Notes on any Payment Date to the extent that the aggregate principal balance of the Notes exceeds the Adjusted Pool Balance as of the last day of the related Collection Period, (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date of that class of Notes and (z) the z)the payments and distributions to the Noteholders described in clauses (i) through (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments which amounts are payable to the Seller therefrom in accordance with the terms of the Basic Documentstherefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On Also on each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the NotesDate, and as directed in writing by the Servicer, the Indenture Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, Indenture Trustee, the Indenture Trustee Swap Counterparty and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “"Reserve Account”") which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(c)(iv) and this Section. Under the circumstances specified in Section 5.075.08(b), the holder of the Revolving Liquidity Note will be obligated to fund a draw of the entire amount available to be drawn thereunder, which amounts will be applied by the Indenture Trustee pursuant to the written direction of the Servicer to fund certain shortfalls as described in Section 5.08 and be deposited into the Reserve Account until the amount on deposit therein equals the Specified Reserve Account Balance. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account BalanceBalance (which may be the case whether or not any of the circumstances specified in Section 5.08 has occurred and is continuing), the Indenture Trustee shallwill, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(c)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (viiii) of Section 5.06(c) or in clauses (i) through (iii) of Section 5.06(d), the Indenture Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments which amounts are payable to the Seller therefrom in accordance with the terms of the Basic Documentstherefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On Also on each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the NotesDate, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller will apply any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance first to repay any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order), and then will release to the Seller any remaining amounts in excess of the Specified Reserve Account Balance. Following Upon the payment in full termination of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or trusts established under the Indenture or the Trust Agreement to Noteholdersand the Indenture, as directed in writing by the Servicer, the Indenture Trustee shall will repay any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order) and will release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, Indenture Trustee, holder of the Indenture Trustee Revolving Liquidity Note and the Noteholders will have no further rights in, or claims to, such amounts, except to the extent that funds may be drawn again pursuant to the terms of the Revolving Liquidity Note Agreement.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(b)(iv) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(b)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (viv) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses clause (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vi) of Section 5.06(c5.06(d), or clauses (i) through (viii) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee Trustee, the Noteholders and the Noteholders Relevant Trustee will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “"Reserve Account”") which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(c)(i)(D) and this Section 5.07Section. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account Balance, Account. As and to the Indenture Trustee shallextent set forth in Section 5.06(c)(i)(D), as directed in writing by the Servicer in accordance with Section 5.06(b)(vii)Servicer, the Indenture Trustee will deposit Available Collections into the Reserve Account Available Collections on each Payment Date, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i)(A) through (C) of Section 5.06(c) or in clauses (i) through (viiii) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c5.06(d), the Indenture Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments which amounts are payable to the Seller therefrom in accordance with the terms of the Basic Documentstherefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On Also on each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the NotesDate, and as directed in writing by the Servicer, the Indenture Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Also, upon the payment in full termination of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or trusts established under the Indenture or the Trust Agreement to Noteholdersand the Indenture, as directed in writing by the Servicer, the Indenture Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the 44 “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income earnings on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “"Reserve Account”") in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(viiSections 5.06(c), 5.06(d), 5.06(e) and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), or clauses (i) through (ix) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer's Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to Bank has previously opened an account in the Securities Account Control Agreement and name of the Indenture, establish and maintain with Successor Agent for the Indenture Trustee a segregated trust account exclusive benefit of the Bank (the “Reserve Account”). The Agency has previously deposited the sum of $5,000,000 to the Reserve Account. No holder of Bonds (other than the Bank) which will include shall have any money and other property deposited and held therein pursuant interest in the Reserve Account or the amounts or securities from time to Section 5.06(b)(vii) and this Section 5.07time on deposit therein. On If at any Payment Date on which time the amounts available to the Bank under the Indentures are insufficient to reimburse the Bank in full for Drawings made under the Letters of Credit or to repay in full Advances (collectively, “Bank Parity Obligations”), the Successor Agency hereby instructs the Bank to withdraw from the Reserve Account such amount as is necessary to satisfy such insufficiency (or, if the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balanceinsufficiency, the Indenture Trustee shall, as directed in writing by entire balance of the Servicer in accordance with Section 5.06(b)(viiReserve Account), deposit into . If at any time the balance of the Reserve Account Available Collections until is less than the Reserve Requirement, the Successor Agency shall promptly transfer to the Bank for deposit to the Reserve Account such amount as is necessary to cause the balance of the Reserve Account to equal the Reserve Requirement. If on the First Amendment Effective Date the balance of the Reserve Account is greater than $4,000,000, the Bank shall promptly release from the Reserve Account and transfer to the Trustee the amount of such excess. If on deposit therein equals any Annual Calculation Date the Specified balance of the Reserve Account Balance. On each Payment Dateis greater than the Reserve Requirement, the Bank shall promptly release from the Reserve Account and transfer to the extent that Available Collections are insufficient to fully fund (x) Trustee the payments and distributions described in clauses (i) through (vi) amount of Section 5.06(b), (y) such excess. Funds released by the payment of principal on any class of Notes on Bank from the related Final Scheduled Payment Date and (z) the payments and distributions Reserve Account pursuant to the Noteholders described preceding two sentences and transferred to the Trustee shall be applied by the Successor Agency and the Trustee to optionally redeem the maximum amount of Bonds possible as soon as practicable following such release and transfer. To the extent released funds cannot be applied in clauses (iv) and (vi) of Section 5.06(c)full to redeem Bonds, the Indenture Successor Agency shall instruct the Trustee shall withdraw amounts then to hold such unapplied released funds in one or more redemption accounts established under the Indentures. Amounts on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to shall be invested by the Seller therefrom Bank in accordance such investments as the Bank and the Successor Agency shall mutually agree, consistent with the terms City of the Basic Documents)San Xxxx investment policy. Interest, up to the profit and other income derived from amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess shall be credited to the Reserve Account. If the balance of the Specified Reserve Account Balanceexceeds the Reserve Requirement on June 30 of any calendar year, the Bank shall transfer such excess to the Successor Agency. Following The Bank shall transfer the balance, if any, of the Reserve Account to the Successor Agency and close the Reserve Account as soon as practicable following the first date on which the Letters of Credit have terminated in accordance with their respective terms and all Bank Parity Obligations have been paid in full. As security for the payment in full of the Class A Note BalanceBank Parity Obligations, the Class B Note Balance Successor Agency hereby pledges to the Bank, and hereby grants to the Bank a security interest in, all of Successor Agency’s right, title, benefit and interest in, to and under the Reserve Account and all other amounts owing or cash and securities credited thereto from time to time (the “Security Interest”). The Successor Agency agrees, at its own expense, to execute, acknowledge, deliver and cause to be distributed hereunder or under duly filed all such further instruments and documents and take all such actions as the Indenture or Bank may from time to time reasonably request to better assure, preserve, protect and perfect the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee Security Interest and the Noteholders will have no further rights inand remedies created hereby, including the filing of any financing statements or claims to, such amountsother documents in connection herewith or therewith.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions 43 (Nissan 2011-B Sale and Servicing Agreement) described in clauses (i) through (vi) of Section 5.06(b), (y5.06(c) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in or clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller Certificateholders any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller Certificateholders any amounts remaining on deposit in the Reserve AccountAccount and all rights to the Reserve Account and all other collateral registered or held therein shall vest in the Certificateholders in accordance with the Securities Account Control Agreement. Upon any such distribution to the SellerCertificateholders, the Issuer, the Owner Trustee, the CertificateholderIndenture Trustee, the Indenture Trustee Noteholders and the Noteholders Relevant Trustee will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(b)(iv) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(b)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (viv) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses clause (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Delaware Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), or clauses (i) through (viii) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the (Nissan [200_-____] Sale and Servicing Agreement) 44 Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(b)(iv) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(b)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (viiii) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses clause (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(b)(iv) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(b)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (viiii) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses clause (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “"Reserve Account”") which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(c)(i)(D) and this Section. [Under the circumstances specified in Section 5.07. 5.08(b), the holder of the Revolving Liquidity Note will be obligated to fund a draw of the entire amount available to be drawn thereunder, which amounts will be applied by the Indenture Trustee pursuant to the written direction of the Servicer to fund certain shortfalls as described in Section 5.08 and be deposited into the Reserve Account until the amount on deposit therein equals the Specified Reserve Account Balance.] On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account BalanceBalance (which may be the case whether or not any of the circumstances specified in Section 5.08 has occurred and is continuing), the Indenture Trustee shallwill, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(c)(i)(D), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i)(A) through (C) of Section 5.06(c) or in clauses (i) through (viiii) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c5.06(d), the Indenture Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments which amounts are payable to the Seller therefrom in accordance with the terms of the Basic Documentstherefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On Also on each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the NotesDate, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller [will apply any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance first to repay any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order), and then] will release to the Seller any remaining amounts in excess of the Specified Reserve Account Balance. Following Upon the payment in full termination of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or trusts established under the Indenture or the Trust Agreement to Noteholdersand the Indenture, as directed in writing by the Servicer, the Indenture Trustee shall will [repay any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order) and will] release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, Indenture Trustee, [holder of the Indenture Trustee Revolving Liquidity Note] and the Noteholders will have no further rights in, or claims to, such amounts[, except to the extent that funds may be drawn again pursuant to the terms of the Revolving Liquidity Note Agreement].

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections (Nissan 2011-A Sale and Servicing Agreement) 45 Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vi) of Section 5.06(c5.06(d), or clauses (i) through (viii) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee Trustee, the Noteholders and the Noteholders Relevant Trustee will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the 40 “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(b)(iv) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(b)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (viiii) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses clause (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “"Reserve Account”") which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(viiSections 5.06(c) and (e) and this Section 5.07Section. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account Balance, Account. As and to the Indenture Trustee shallextent set forth in Section 5.06(c) and (e), as directed in writing by the Servicer in accordance with Section 5.06(b)(vii)Servicer, the Indenture Trustee will deposit Available Collections into the Reserve Account Available Collections on each Payment Date, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (ii)(A) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (viF) of Section 5.06(c), in clauses (i) through (viii) of Section 5.06(d) or clauses (i)(A) through F) of Section 5.06(e), the Indenture Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments which amounts are payable to the Seller therefrom in accordance with the terms of the Basic Documentstherefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On Also on each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the NotesDate, and as directed in writing by the Servicer, the Indenture Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Also, upon the payment in full termination of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or trusts established under the Indenture or the Trust Agreement to Noteholdersand the Indenture, as directed in writing by the Servicer, the Indenture Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts. All amounts held in the Reserve Account shall be invested by the Indenture Trustee, as directed in writing by the Servicer, in Eligible Investments. Earnings on investment of funds in the Reserve Account shall be paid to the Seller on each Payment Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Reserve Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes. The Seller will grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in all funds (including Eligible Investments) in the Reserve Account (including the Reserve Account Initial Deposit) and the proceeds thereof, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Reserve Account and the right to receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Indenture Trustee shall promptly cause the Reserve Account to be moved to another institution or otherwise changed so that the Reserve Account becomes an Eligible Deposit Account. Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement 48 (Sale and the IndentureServicing Agreement) Agreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “"Reserve Account”") in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As and to the extent set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vix) of Section 5.06(c), clauses (i) through (xi) of Section 5.06(d), or clauses (i) through (xi) of Section 5.06 (e) the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer's Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “"Reserve Account”") in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(viiSections 5.06(c), 5.06(d), 5.06(e) and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As and to the extent set forth in Section 5.06(c), (d), or (e), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), clauses (i) through (viii) of Section 5.06(e), or to pay the amount necessary to reduce the Outstanding Amount of the Class A-1 Notes to zero pursuant to Section 5.06(h), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer's Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller willBuyer may, pursuant to the Securities Account Control Agreement and the Indenturein Buyer’s sole discretion, establish and maintain with the Indenture Trustee a segregated trust an account (the “Reserve Account”) which will include in such amount as Buyer shall determine from time to time in Buyer’s reasonable discretion to fund any money actual or projected shortfall with respect to Variable Discounts, to pay to and other property deposited and held therein reimburse Buyer for any Overadvance pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date3, to reserve against Buyer’s additional risks relating to an Account Debtor’s Purchased Receivables exceeding the extent that Available Collections are insufficient Concentration Limit, to fully fund (x) the payments and distributions described in clauses (i) through (vi) any repurchase of a Purchased Receivable pursuant to Section 5.06(b)5.1, (y) the payment to pay for any proceeds of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions Receivables credited to the Noteholders described in clauses (iv) and (vi) account of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable Seller that are not paid to the Seller therefrom in accordance with the terms of the Basic Documents), up or credited to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application Buyer pursuant to such clauses. On each Payment Date prior Section 6.3, to pay to and reimburse Buyer for any Disputed Receivable pursuant to Section 8.2, to repurchase Purchased Receivables and pay the occurrence of Obligations in full following an Event of Default that results as provided in Paragraphs 9.2(a) and 9.2(b), for the acceleration payment of fees, costs and expenses payable to Buyer pursuant to the Notesterms of this Agreement, such other purposes as described in this Agreement. The Reserve Account shall be funded from the proceeds of Purchased Receivables received by Buyer, and as directed may, in writing by the ServicerBuyer’s sole discretion, the Indenture Trustee shall release be applied against and withheld from one or more Initial Payments and/or one or more Residual Payments with respect to the Seller any amounts remaining on deposit in Purchased Receivables until the Reserve Account in excess of has been fully funded. Any withdrawal from the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release Buyer pursuant to the Seller any amounts remaining on deposit terms of this Agreement may, in Buyer’s sole discretion, be re-funded by applying against and withholding from one or more Initial Payments and/or one or more Residual Payments with respect to Purchased Receivables until the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amountsAccount has been fully funded.

Reserve Account. (a) The Seller will, pursuant On or prior to the Securities Closing Date, --------------- the Trustee shall establish the Reserve Account Control Agreement and the Indentureto be held (together with all funds, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money amounts, investment income and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account Available Collections until the amount on deposit therein equals from time to time) by and maintained with the Specified Reserve Account Balance. On each Payment Date, to Trustee for the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) benefit of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom Bank in accordance with the terms hereof. The Reserve Account shall be held as one or more segregated trust accounts in the Trustee's corporate trust department and shall be titled as follows: "Norwest Bank Minnesota, National Association, as Trustee for the benefit of the Basic Documentsregistered Holders of Vistana 1998-A Timeshare Mortgage Corp. 5.891% Timeshare Mortgage- Backed Notes, Series 1998-A, Class A and 6.282% Timeshare Mortgage-Backed Notes, Series 1998-A, Class B -- Reserve Account". On the Closing Date, no amounts shall be deposited in the Reserve Account, but instead the Reserve Account shall receive the Reserve Account Deposit Amount on each Payment Date pursuant to Section 301 hereof from Available Amounts (and the Trustee hereby agrees to so deposit, in accordance with each Servicer Report received by it, such amounts actually received by the Trustee in the Collection Account), up . The Trustee shall make or permit withdrawals from the Reserve Account only in accordance with the Servicer Report with respect to any shortfall in the amounts of any such deficiencies, and deposit such amounts into otherwise available in the Collection Account for application pursuant to such clauses. On each Payment Date prior to make the occurrence of an Event of Default that results payments in the acceleration of Monthly Principal, Overdue Principal, Monthly Interest and Overdue Interest due on the Notes, and as directed in writing by the Serviceraccordance with Sections 301(ix) through (xii) hereof (each such shortfall, the Indenture Trustee shall release to the Seller any amounts remaining on deposit a "Reserve ------- Account Payment"). All property in the Reserve Account in excess shall constitute --------------- property of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance Issuer which shall be and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release is hereby pledged to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution Trustee pursuant to Section 402 hereof to secure payments due to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee Noteholders and the Noteholders will have no further rights in, or claims to, such amountsBank.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders [and the Swap Counterparty], the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), or clauses (i) through (viii) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or [and the Trust Agreement Swap Termination Payments to Noteholdersthe Swap Counterparty under the Interest Rate Swap Agreement], as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee Trustee[, Swap Counterparty] and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), or clauses (i) through (viii) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such (Nissan 2005-C Sale and Servicing Agreement) 44 deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), or clauses (i) through (viii) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the (Nissan 2006-B Sale and Servicing Agreement) 44 Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement 43 (Nissan 2004-B Sale and the IndentureServicing Agreement) Agreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “"Reserve Account”") in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(viiSections 5.06(c), 5.06(d), 5.06(e) and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), or clauses (i) through (ix) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer's Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. On or before November 15, 2000, the Depositor shall purchase the Cap Agreements from Deutsche Bank (aor another eligible counterparty) The Seller will, pursuant and assign all of its rights thereunder to the Securities Account Control Agreement Trust Fund for the benefit of the Class X Certificateholders, but subject to the rights of the Class A Certificateholders and the IndentureCertificate Insurer as provided herein. In addition, no later than the Closing Date, the Trustee shall establish and maintain with the Indenture Trustee itself (i) a separate, segregated trust account (the “titled, "Reserve Account”) which , Wells Fargo Bank Minnesota, National Xxxxciation, as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2000-5, Asset-Backed Certificates, Series 2000-5". No funds will include any money and other property be deposited and held therein into the Reserve Account on the Closing Date. Upon receipt thereof from Deutsche Bank pursuant to Section 5.06(b)(vii) and this Section 5.07the Cap Agreements, the Trustee shall deposit into Reserve Account an amount equal to the Reserve Account Addition to the extent received under the Cap Agreements. On any Payment Date on which each Distribution Date, the amount on deposit Trustee will distribute amounts available in Reserve Account in the amounts and priorities set forth in Section 4.01. The Reserve Account shall be an Eligible Account. Amounts held in the Reserve Account is less than from time to time shall continue to constitute assets of the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), deposit into Trust Fund until released from the Reserve Account Available Collections until the amount on deposit therein equals the Specified pursuant to Section 4.01. The Reserve Account Balance. On each Payment Date, to constitutes an "outside reserve fund" within the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) meaning of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivTreasury Regulation ss.1.860G-2(h) and (vi) neither the Reserve Account nor the Cap Agreements are or will be assets of Section 5.06(c), either REMIC at any time. The Holders of the Indenture Trustee shall withdraw amounts then on deposit in Class X Certificates are the owners of the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms and a portion of the Basic Documents), up to Cap Agreements through the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration ownership of the Notes, Reserve Account) for all federal tax purposes and as directed in writing amounts transferred by the Servicer, the Indenture Trustee shall release REMIC 2 to the Seller any amounts remaining on deposit in the Reserve Account in excess of are treated as amounts distributed by REMIC 2 to the Specified Reserve Account Balance. Following the payment in full Holders of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture X Certificates. The Trustee shall release to keep records that accurately reflect the Seller any amounts remaining funds on deposit in the Reserve Account. Upon The Trustee shall invest the Reserve Account in Permitted Investments as directed by the Majority Certificateholders of the Class X Certificates. On each Distribution Date (or as soon as received if such funds are not available on such Distribution Date), the Trustee shall distribute any such distribution interest on the Reserve Account to the SellerHolders of the Class A Certificates, the Issuerto cover interest shortfalls caused by delinquencies and realized losses, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amountsexcess to the Holders of the Class X Certificates.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(b)(v) and this Section 5.07. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(b)(v), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “"Reserve Account”") in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(viiSections 5.06(c), 5.06(d) and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As and to the extent set forth in Section 5.06(c) or (d), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vix) of Section 5.06(c) or clauses (i) through (xi) of Section 5.06(d), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer's Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.,

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Relevant Trustee a segregated trust account (the “Reserve Account”"RESERVE ACCOUNT") which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(viiSections 5.06(c), 5.06(d) and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As and to the extent set forth in Section 5.06(c) or (d), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that Available Collections Amounts are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vivii) of Section 5.06(c) or clauses (i) through (v) of Section 5.06(d), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer's Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full termination of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or trusts established under the Indenture or the Trust Agreement to Noteholdersand the Indenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “"Reserve Account”") in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), or clauses (i) through (ix) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer's Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the (Nissan 2005-A Sale and Servicing Agreement) 44 Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “"Reserve Account”") which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(c)(iv) and this Section. [Under the circumstances specified in Section 5.07. 5.08(b), the holder of the Revolving Liquidity Note will be obligated to fund a draw of the entire amount available to be drawn thereunder, which amounts will be applied by the Indenture Trustee pursuant to the written direction of the Servicer to fund certain shortfalls as described in Section 5.08 and be deposited into the Reserve Account until the amount on deposit therein equals the Specified Reserve Account Balance.] On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account BalanceBalance (which may be the case whether or not any of the circumstances specified in Section 5.08 has occurred and is continuing), the Indenture Trustee shallwill, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(c)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (viiii) of Section 5.06(c) or in clauses (i) through (iii) of Section 5.06(d), the Indenture Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments which amounts are payable to the Seller therefrom in accordance with the terms of the Basic Documentstherefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On Also on each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the NotesDate, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller [will apply any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance first to repay any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order), and then] will release to the Seller any remaining amounts in excess of the Specified Reserve Account Balance. Following Upon the payment in full termination of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or trusts established under the Indenture or the Trust Agreement to Noteholdersand the Indenture, as directed in writing by the Servicer, the Indenture Trustee shall will [repay any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order) and will] release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, Indenture Trustee, [holder of the Indenture Trustee Revolving Liquidity Note] and the Noteholders will have no further rights in, or claims to, such amounts[, except to the extent that funds may be drawn again pursuant to the terms of the Revolving Liquidity Note Agreement].

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “"Reserve Account”") in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(viiSections 5.06(c), 5.06(d) and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As and to the extent set forth in Section 5.06(c) or (d), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (viviii) of Section 5.06(c) or clauses (i) through (v) of Section 5.06(d), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer's Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution , and all rights to the Seller, Reserve Account and all other collateral registered or held therein shall revert to the Issuer, Seller in accordance with the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amountsSecurities Account Control Agreement.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders and the Swap Counterparty, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vivii) of Section 5.06(c), clauses (i) through (viii) of Section 5.06(d), or clauses (i) through (ix) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or and payment of any Net Swap Payments and any Swap Termination Payments (if any) to the Trust Agreement to NoteholdersSwap Counterparty under the Interest Rate Swap Agreement, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee Trustee, the Noteholders and the Noteholders Swap Counterparty will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to Bank has previously opened an account in the Securities Account Control Agreement and name of the Indenture, establish and maintain with Successor Agency for the Indenture Trustee a segregated trust account exclusive benefit of the Bank (the “Reserve Account”) ). The Agency has previously deposited the sum of $5,000,000 to the Reserve Account, which will include any money and other property deposited and held therein has been reduced to $4,000,000 pursuant to Section 5.06(b)(viithe terms of the Agreement. No holder of Bonds (other than the Bank) and this Section 5.07shall have any interest in the Reserve Account or the amounts or securities from time to time on deposit therein. On If at any Payment Date on which time the amounts available to the Bank under the Indentures are insufficient to reimburse the Bank in full for Drawings made under the Letters of Credit or to repay in full Advances (collectively, “Bank Parity Obligations”), the Successor Agency hereby instructs the Bank to withdraw from the Reserve Account such amount as is necessary to satisfy such insufficiency (or, if the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balanceinsufficiency, the Indenture Trustee shall, as directed in writing by entire balance of the Servicer in accordance with Section 5.06(b)(viiReserve Account), deposit into . If at any time the balance of the Reserve Account Available Collections until is less than the amount on Reserve Requirement, the Successor Agency shall promptly transfer to the Bank for deposit therein equals to the Specified Reserve Account Balancesuch amount as is necessary to cause the balance of the Reserve Account to equal the Reserve Requirement. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then Amounts on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to shall be invested by the Seller therefrom Bank in accordance such investments as the Bank and the Successor Agency shall mutually agree, consistent with the terms City of the Basic Documents)San Xxxx investment policy. Interest, up to the profit and other income derived from amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess shall be credited to the Reserve Account. If the balance of the Specified Reserve Account Balanceexceeds the Reserve Requirement on June 30 of any calendar year, the Bank shall transfer such excess to the Successor Agency. Following The Bank shall transfer the balance, if any, of the Reserve Account to the Successor Agency and close the Reserve Account as soon as practicable following the first date on which the Letters of Credit have terminated in accordance with their respective terms and all Bank Parity Obligations have been paid in full. As security for the payment in full of the Class A Note BalanceBank Parity Obligations, the Class B Note Balance Successor Agency hereby pledges to the Bank, and hereby grants to the Bank a security interest in, all of Successor Agency’s right, title, benefit and interest in, to and under the Reserve Account and all other amounts owing or cash and securities credited thereto from time to time (the “Security Interest”). The Successor Agency agrees, at its own expense, to execute, acknowledge, deliver and cause to be distributed hereunder or under duly filed all such further instruments and documents and take all such actions as the Indenture or Bank may from time to time reasonably request to better assure, preserve, protect and perfect the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee Security Interest and the Noteholders will have no further rights inand remedies created hereby, including the filing of any financing statements or claims to, such amountsother documents in connection herewith or therewith.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), or clauses (i) through (viii) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “"Reserve Account”") in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(viiSections 5.06(c), 5.06(d), 5.06(e) and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in (Nissan 2004-C Sale and Servicing Agreement) 45 the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), or clauses (i) through (ix) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer's Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller willServicer shall establish and maintain, pursuant in the name of the Trustee, on behalf of the Trust, for the benefit of the Class A Certificateholders and the Collateral Interest Holder, an Eligible Deposit Account (the "Reserve Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class A Certificateholders and the Collateral Interest Holder. The Reserve 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 Reserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Certificateholders and the Collateral Interest Holder. If at any time the Reserve Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency shall consent) establish a new Reserve Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash or any investments to such new Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Securities Available Reserve Account Control Agreement Amount at such time, for the purposes set forth in this Supplement, and (ii) on each Distribution Date (from and after the Indenture, establish and maintain with Reserve Account Funding Date) prior to the Indenture Trustee termination of the Reserve Account make a segregated trust account (deposit into the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii) and this Section 5.07. On any Payment Date on which Account in the amount specified in, and otherwise in accordance with, subsection 4.7(j). (b) Funds on deposit in the Reserve Account is less than shall be invested at the Specified Reserve Account Balance, written direction of the Indenture Trustee shall, as directed in writing Servicer by the Servicer Trustee in accordance with Section 5.06(b)(vii), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account BalanceEligible Investments. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then Funds on deposit in the Reserve Account (excluding on any net investment income Transfer Date, after giving effect to any withdrawals from the Reserve Account on Eligible Investments payable 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 Seller therefrom in accordance with following Transfer Date. The Trustee shall maintain for the terms benefit of the Basic Documents)Class A Certificateholders and the Collateral Interest Holder possession of the negotiable instruments or securities, up if any, evidencing such Eligible Investments. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the amounts Trustee may sell, liquidate or dispose of any such deficienciesEligible Investment before its maturity, and deposit at the written direction of the Servicer, if such amounts into sale, liquidation or disposal would not result in a loss of all or part of the Collection Account for application pursuant principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such clausesEligible Investment. On each Payment Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on funds on deposit in the Reserve Account shall be retained in excess the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited in the Collection Account and treated as collections of Finance Charge Receivables allocable to Series 1997-1. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On the Determination Date preceding each Distribution Date with respect to the Controlled Accumulation Period and the first Distribution Date with respect to the Early Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the excess, if any, of the Specified Reserve Account Balance. Following Covered Amount with respect to such Distribution Date over the payment in full of the Class A Note BalancePrincipal Funding Investment Proceeds with respect to such Distribution Date; provided, the Class B Note Balance and of all other amounts owing or to that such amount shall be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release reduced to the Seller any amounts remaining on extent that funds otherwise would be available for deposit in the Reserve AccountAccount under subsection 4.7(j) with respect to such Distribution Date. Upon (d) In the event that for any such distribution Distribution Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the SellerAvailable Reserve Account Amount, shall be withdrawn from the IssuerReserve Account on the related Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), deposited into the Owner Trustee, the Certificateholder, the Indenture Trustee Collection Account and the Noteholders will have no further rights in, or claims to, included in Class A Available Funds for such amountsDistribution Date.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “"Reserve Account”") which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(c)(i)(D) and this Section. Under the circumstances specified in Section 5.075.08(b), the holder of the Revolving Liquidity Note will be obligated to fund a draw of the entire amount available to be drawn thereunder, which amounts will be applied by the Indenture Trustee pursuant to the written 37 direction of the Servicer to fund certain shortfalls as described in Section 5.08 and be deposited into the Reserve Account until the amount on deposit therein equals the Specified Reserve Account Balance. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account BalanceBalance (which may be the case whether or not any of the circumstances specified in Section 5.08 has occurred and is continuing), the Indenture Trustee shallwill, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(c)(i)(D), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i)(A) through (C) of Section 5.06(c) or in clauses (i) through (viiii) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c5.06(d), the Indenture Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments which amounts are payable to the Seller therefrom in accordance with the terms of the Basic Documentstherefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On Also on each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the NotesDate, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller will apply any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance first to repay any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order), and then will release to the Seller any remaining amounts in excess of the Specified Reserve Account Balance. Following Upon the payment in full termination of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or trusts established under the Indenture or the Trust Agreement to Noteholdersand the Indenture, as directed in writing by the Servicer, the Indenture Trustee shall will repay any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order) and will release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, Indenture Trustee, holder of the Indenture Trustee Revolving Liquidity Note and the Noteholders will have no further rights in, or claims to, such amounts, except to the extent that funds may be drawn again pursuant to the terms of the Revolving Liquidity Note Agreement.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders and the Swap Counterparty, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vivii) of Section 5.06(c), clauses (i) through (viii) of Section 5.06(d), or clauses (i) through (ix) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or and payment of any Net Swap Payments and any Swap Termination Payments (if any) to the Trust Agreement to NoteholdersSwap Counterparty under an Interest Rate Swap Agreement, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee Trustee, the Noteholders, and the Noteholders Swap Counterparty will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(vii5.06(c)(iv) and this Section. [Under the circumstances specified in Section 5.07. 5.08(b), the holder of the Revolving Liquidity Note will be obligated to fund a draw of the entire amount available to be drawn thereunder, which amounts will be applied by the Indenture Trustee pursuant to the written direction of the Servicer to fund certain shortfalls as described in Section 5.08 and be deposited into the Reserve Account until the amount on deposit therein equals the Specified Reserve Account Balance.] On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account BalanceBalance (which may be the case whether or not any of the circumstances specified in Section 5.08 has occurred and is continuing), the Indenture Trustee shallwill, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii5.06(c)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (viiii) of Section 5.06(c) or in clauses (i) through (iii) of Section 5.06(d), the Indenture Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments which amounts are payable to the Seller therefrom in accordance with the terms of the Basic Documentstherefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On Also on each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the NotesDate, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller will apply any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance first to repay [any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order)], and then will release to the Seller any remaining amounts in excess of the Specified Reserve Account Balance. Following Upon the payment in full termination of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or trusts established under the Indenture or the Trust Agreement to Noteholdersand the Indenture, as directed in writing by the Servicer, the Indenture Trustee shall will repay [any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order)] and will release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, Indenture Trustee, [holder of the Indenture Trustee Revolving Liquidity Note] and the Noteholders will have no further rights in, or claims to, such amounts, except to the extent that funds may be drawn again pursuant to the terms of [the Revolving Liquidity Note Agreement].

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “"Reserve Account”") which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(viiSections 5.06(c) and (e) and this Section 5.07Section. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account Balance, Account. As and to the Indenture Trustee shallextent set forth in Section 5.06(c) and (e), as directed in writing by the Servicer in accordance with Section 5.06(b)(vii)Servicer, the Indenture Trustee will deposit Available Collections into the Reserve Account Available Collections on each Payment Date, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (ii)(A) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (viF) of Section 5.06(c), in clauses (i) through (viii) of Section 5.06(d) or clauses (i)(A) through F) of Section 5.06(e), the Indenture Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments which amounts are payable to the Seller therefrom in accordance with the terms of the Basic Documentstherefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On Also on each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the NotesDate, and as directed in writing by the Servicer, the Indenture Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Also, upon the payment in full termination of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or trusts established under the Indenture or the Trust Agreement to Noteholdersand the Indenture, as directed in writing by the Servicer, the Indenture Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.. All amounts held in the Reserve Account shall be invested by the Indenture Trustee, as directed in writing by the Servicer, in Eligible Investments. Earnings on investment of funds in the Reserve Account shall be paid to the Seller on each Payment Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions. Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Reserve Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes. The Seller will grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in all funds (including Eligible Investments) in the Reserve Account (including the Reserve Account Initial Deposit) and the proceeds thereof, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Reserve Account and the right to receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder. If for any reason the Reserve Account is no longer an Eligible Deposit Account, the

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), or clauses (i) through (viii) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on (Nissan _____ Sale and Servicing Agreement) 44 deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders [and the [Swap Counterparty][Cap Provider]], the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through [(vi) of Section 5.06(bvii), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) ] of Section 5.06(c), clauses (i) through [(vii)] of Section 5.06(d), or clauses (i) through [(ix)] of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or [and payment of [any Net Swap Payments and] any [Swap][Cap] Termination Payments (if any) to the Trust Agreement to Noteholders[Swap Counterparty][Cap Provider] under an Interest Rate [Swap][Cap] Agreement], as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee Trustee, the Noteholders[, the [Swap Counterparty][Cap Provider]] and the Noteholders Relevant Trustee will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders and the Swap Counterparty, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vivii) of Section 5.06(c), clauses (i) through (viii) of Section 5.06(d), or clauses (i) through (ix) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or and the Trust Agreement Swap Termination Payments to Noteholdersthe Swap Counterparty under the Interest Rate Swap Agreement, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Trustee, Swap Counterparty, Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement (Nissan 2003-B Sale and the IndentureServicing Agreement) Agreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “"Reserve Account”") in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(viiSections 5.06(c), 5.06(d), 5.06(e) and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vivii) of Section 5.06(c5.06(d), or clauses (i) through (viii) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer's Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the IndentureAgreement, establish and maintain with the Indenture Trustee Securities Intermediary a segregated trust account (the “Reserve Account”) in the name of the Indenture Trustee which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(vii) 5.06 and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As, and to the extent, set forth in Section 5.06(c), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that amounts in the Collection Account and/or Available Collections Amounts, as the case may be, are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b5.06(c), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (ivi) and through (vi) of Section 5.06(c5.06(d), or clauses (i) through (iv) of Section 5.06(e), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents)Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer’s Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or Notes under the Indenture or the Trust Agreement to NoteholdersIndenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account, and all rights to the Reserve Account and all other collateral registered or held therein shall revert to the Seller in accordance with the Securities Account Control Agreement. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The In order to assure that certain amounts will be available to make required payments to Noteholders, the Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Relevant Trustee a segregated trust account (the “Reserve Account”"RESERVE ACCOUNT") which will include any the money and other property deposited and held therein pursuant to Section 5.06(b)(viiSections 5.06(c), 5.06(d) and this Section 5.07. On any Payment Date on which or prior to the Closing Date, the Seller shall deposit an amount on deposit in equal to the Reserve Account is less than Initial Deposit into the Specified Reserve Account BalanceAccount. As and to the extent set forth in Section 5.06(c) or (d), the Indenture Relevant Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), will deposit Available Amounts into the Reserve Account Available Collections on each Distribution Date as provided in the Servicer's Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Distribution Date, to the extent that Available Collections Amounts are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vix) of Section 5.06(c) or clauses (i) through (viii) of Section 5.06(d), the Indenture Relevant Trustee shall will withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments Investments, which amounts are payable to the Seller therefrom in accordance with the terms of the Basic Documentstherefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results Distribution Date, as provided in the acceleration of the Notes, and as directed in writing by the Servicer's Certificate, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Following Upon the payment in full termination of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or trusts established under the Indenture or the Trust Agreement to Noteholdersand the Indenture, as directed in writing by the Servicer, the Indenture Relevant Trustee shall will release to the Seller any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the CertificateholderCertificateholders, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

Reserve Account. (a) The Seller willTrustee, pursuant to for the Securities Account Control Agreement and benefit of the IndentureNoteholders, --------------- shall establish and maintain with in the Indenture Trustee name of the Trustee, a segregated trust account (designated as the “"FFCII 1998-A Reserve Account”) which will include any money and other property " bearing a designation clearly indicating that the funds deposited and therein are held therein in trust for the benefit of the Noteholders pursuant to Section 5.06(b)(vii) this Agreement. The Trustee shall have the sole and this Section 5.07. On any Payment Date on which the amount on deposit in exclusive right to withdraw or order a transfer of funds from the Reserve Account is less than the Specified Reserve Account BalanceAccount, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(vii), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (vi) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom all events in accordance with the terms and provisions of Section 7.3 and this Section 7.1(d) and the Basic Documents), up information most recently delivered to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application Trustee pursuant to such clauses. On each Payment Date Section 6.3; provided, however, that the Trustee -------- ------- shall be authorized (prior to the occurrence of an Event of Default that results and absence of instructions to the contrary from the Majority Holders) to accept instructions from the Servicer to transfer, on each Business Day next succeeding a Payment Date, an amount of funds held in the acceleration Reserve Account which shall in no event be greater than the excess (if any) on such Business Day (the "Reserve ------- Account Excess") of the Notes, then outstanding balance of available funds held in the -------------- Reserve Account over the Reserve Account Requirement in effect as of the opening of Business on such Business Day (after giving effect to all transactions and as directed in writing by fund transfers required to take place hereunder pursuant on the next preceding Payment Date). Any amount so transferred shall constitute an additional Servicing Fee paid to the Servicer, and shall not decrease the Indenture amount of any Servicing fee otherwise payable to the Servicer in accordance herewith. The Servicer, in making any such instructions for the transfer of funds from the Reserve Account, shall simultaneously provide the Trustee with a certificate of a Servicing Officer as to the existence and size of any Reserve Account Excess to which Servicer is entitled. Notwithstanding anything contained in the foregoing Paragraph to the contrary, on each Business Day from and after the occurrence of an Event of Default, the Trustee shall release have the sole right to withdraw all or any portion of the Seller any amounts remaining funds on deposit in the Reserve Account in excess of for transfer to the Specified Reserve Account Balance. Following the payment in full of the Class A Note BalanceCollection Account, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under used solely for the Indenture or purposes and in the Trust Agreement to Noteholders, as directed applicable order of priority set forth in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts Section 7.3 hereof. Any funds remaining on deposit in the Reserve Account. Upon any such distribution Account after the later of the Termination Date and the final payment, in full and in cash, of all of the obligations outstanding under the Notes shall, at the direction of the Trustee, be remitted to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, Issuer or claims to, such amountsas otherwise required by law.