Common use of The Collection Account Clause in Contracts

The Collection Account. The Trustee, (i) for the benefit of the Certificateholders and the Trustee, shall establish and maintain in the name of the Trustee, on behalf of the Trust, or cause to be established and maintained with a New York State office or branch of a Qualified Institution, a non-interest bearing segregated trust account (the "COLLECTION ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders and the Trustee and (ii) for the benefit of the Certificateholders and the Trustee shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the "SWEEP ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders; PROVIDED, HOWEVER, that upon the insolvency of the Qualified Institution where the Sweep Account is maintained, the Sweep Account shall not be permitted to be maintained with such Qualified Institution and upon the insolvency of the Trustee, the Collection Account shall not be permitted to be maintained with the Trustee. SCHEDULE 1-A sets forth the account number of the Sweep Account, the account designation of such account and the name of the Qualified Institution where the Sweep Account is maintained. SCHEDULE 1-B sets forth the account number of the Collection Account, the account designation of such account and the name of the institution with which such account is maintained. Pursuant to the terms of the Control Agreement, all funds in the Sweep Account will be transferred on a daily basis into the Collection Account pursuant to the wire transfer instructions and at the times set forth on SCHEDULE 1-C. The Collection Account shall be divided into individual subaccounts for each outstanding Series (each, respectively, a "COLLECTION SUBACCOUNT" and, collectively, the "COLLECTION SUBACCOUNTS"), each bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustee and the Certificateholders of such Series with a depository institution or trust company meeting the criteria provided in the related Supplement. The Trustee, on behalf of the Trust, shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. Neither the Sellers nor the Servicer, nor any Person or entity claiming by, through or under any Seller or the Servicer, shall have any right, title or interest in (except to the extent expressly provided under this Master Trust Agreement or any Supplement), or any right to withdraw any amount from, the Collection Account. Funds in the Collection Account shall not be invested. Funds in any Collection Subaccount may not be invested except as provided in the related Supplement and any earnings resulting from such investment shall be applied as provided in such Supplement.

The Collection Account. The TrusteeServicer, (i) for the benefit of the Certificateholders and and, to the Trusteeextent specified in any Supplement, shall establish and maintain in the name of the Trusteeeach Enhancement Provider, on behalf of the Trust, or cause to be established and maintained with a New York State office or branch of a Qualified Institution, a non-interest bearing segregated trust account (the "COLLECTION ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders and the Trustee and (ii) for the benefit of the Certificateholders and the Trustee shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the "SWEEP ACCOUNTCollection Account") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders; PROVIDED, HOWEVERand shall cause such Collection Account to be established and maintained, (i) in a segregated trust account with the corporate trust department of a depositary institution or trust company (which may include the Trustee) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and whose deposits are insured to the limits provided by law by the FDIC having corporate trust powers and acting as trustee for funds deposited therein (provided, however, that upon such account need not be maintained as a segregated trust account with the insolvency corporate trust department of such institution if at all times the certificates of deposit, short-term deposits or commercial paper or the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary institution or trust company shall have a Satisfactory Short-Term Credit Rating in the case of the Qualified Institution where certificates of deposit, short-term deposits or commercial paper, or the Sweep Account is maintainedHighest Long-Term Credit Rating in the case of the long-term unsecured debt obligations) or (ii) with a depositary institution, the Sweep Account shall not be permitted to be maintained with such Qualified Institution and upon the insolvency of which may include the Trustee, which is acceptable to the Collection Account Rating Agency (in the case of (i) and (ii), a "Qualified Institution"). The Servicer shall not be permitted give written notice to be maintained with the Trustee. SCHEDULE 1-A sets forth the account number Trustee of the Sweep Account, the account designation of such account location and the name of the Qualified Institution where the Sweep Account is maintained. SCHEDULE 1-B sets forth the account number of the Collection Account, Account and shall notify the account designation of such account and the name of the institution with which such account is maintainedTrustee in writing prior to any subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.1(b), the terms of Servicer shall have the Control Agreement, all revocable power to withdraw funds in the Sweep Account will be transferred on a daily basis into from the Collection Account pursuant to the wire transfer instructions and at the times set forth on SCHEDULE 1-C. The Collection Account shall be divided into individual subaccounts for each outstanding Series (each, respectively, a "COLLECTION SUBACCOUNT" and, collectively, the "COLLECTION SUBACCOUNTS"), each bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit purposes of the Trustee and the Certificateholders of such Series with a depository institution or trust company meeting the criteria provided in the related Supplement. The Trustee, on behalf of the Trust, shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. Neither the Sellers nor the Servicer, nor any Person or entity claiming by, through or under any Seller or the Servicer, shall have any right, title or interest in (except to the extent expressly provided under this Master Trust Agreement or any Supplement), or any right to withdraw any amount from, the Collection Account. Funds in the Collection Account shall not be invested. Funds in any Collection Subaccount may not be invested except as provided in the related Supplement and any earnings resulting from such investment shall be applied as provided in such Supplementcarrying out its duties hereunder.

The Collection Account. The Trustee, (i) for the benefit of the Certificateholders and the TrusteeCertificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Trust, or cause to be established and maintained with an Eligible Institution a New York State office or branch of a Qualified Institution, a non-interest bearing segregated trust account (the "COLLECTION ACCOUNTCollec- tion Account") ), bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders and the Trustee and (ii) for the benefit of the Certificateholders and the Trustee shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the "SWEEP ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders; PROVIDED, HOWEVER, that upon the insolvency of the Qualified Institution where the Sweep Account is maintained, the Sweep Account shall not be permitted to be maintained with such Qualified Institution and upon the insolvency of the Trustee, the Collection Account shall not be permitted to be maintained with the Trustee. SCHEDULE 1-A sets forth the account number of the Sweep Account, the account designation of such account and the name of the Qualified Institution where the Sweep Account is maintained. SCHEDULE 1-B sets forth the account number of the Collection Account, the account designation of such account and the name of the institution with which such account is maintained. Pursuant to the terms of the Control Agreement, all funds in the Sweep Account will be transferred on a daily basis into the Collection Account pursuant to the wire transfer instructions and at the times set forth on SCHEDULE 1-C. The Collection Account shall be divided into individual subaccounts for each outstanding Series (each, respectively, a "COLLECTION SUBACCOUNT" and, collectively, the "COLLECTION SUBACCOUNTS"), each bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustee and the Certificateholders of such Series with a depository institution or trust company meeting the criteria provided in the related Supplement. The Trustee, on behalf of the Trust, Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds pro- ceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. If, at any time, the institu- tion holding the Collection Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within five Business Days establish a new Collection Account meeting the conditions specified above with an Eligible Institution, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the "Collection Account." Pursuant to the authority granted to the Servicer in Section 3.1(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer's or Trustee's duties here- under. Each Series shall represent interests in the Trust, including the benefits of any Enhancement to be provided by an Enhancement Provider issued with respect to such Series as indicated in the Supplement relating to such Series and the right to receive Collections and other amounts at the times and in the amounts specified in this Article IV to be deposited in the Collection Account, the Excess Funding Account and any other ac- counts maintained for the benefit of the Certificatehold- ers or paid to the Investor Certificateholders. Neither The Exchangeable Transferor Certificate shall represent the Sellers nor the Servicer, nor any Person or entity claiming by, through or under any Seller or the Servicer, shall have any right, title or interest in (except the Trust not represented by any Series of Investor Certificates then outstanding, including the right to receive Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the extent expressly provided under this Master Trust Agreement or Transferor (the "Transferor Interest"); provided, however, that such Exchangeable Transferor Certificate shall not represent any Supplement), or any right to withdraw any amount from, the Collection Account. Funds interest in the Collection Account shall not and any other accounts maintained for the benefit of the Certificateholders or the benefits of any Enhancement to be invested. Funds in provided by an Enhancement Provider issued with respect to any Collection Subaccount may not be invested Series, except as specifically provided in the related Supplement and any earnings resulting from such investment shall be applied as provided in such Supplementthis Article IV.

The Collection Account. The TrusteeServicer, (i) for the benefit of the Certificateholders and the Trusteeany Receivables Purchasers, shall establish and maintain in the name of the Trusteemaintain, on behalf of the Trust, or cause to be established and maintained with a New York State an office or branch of a Qualified Depository Institution, a non-interest bearing segregated trust account (the "COLLECTION ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders and the Trustee and (ii) for the benefit of the Certificateholders and the Trustee shall establish in the name of the Trustee, Trustee and on behalf of the Trust, a non-interest bearing segregated account (the "SWEEP ACCOUNTCollection Account") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders; PROVIDED, HOWEVER, that upon the insolvency of the Qualified Institution where the Sweep Account is maintained, the Sweep Account shall not be permitted to be maintained with such Qualified Institution any Receivables Purchasers and upon the insolvency of the Trustee, the Collection Account shall not be permitted to be maintained with the Trustee. SCHEDULE 1-A sets forth the account number of the Sweep Account, the account designation of such account and the name of the Qualified Institution where the Sweep Account is maintained. SCHEDULE 1-B sets forth the account number of the Collection Account, the account designation of such account and the name of the institution with which such account is maintained. Pursuant to the terms of the Control Agreement, all funds in the Sweep Account will be transferred on a daily basis into the Collection Account pursuant to the wire transfer instructions and at the times set forth on SCHEDULE 1-C. The Collection Account shall be divided into individual subaccounts for each outstanding Series (each, respectively, a "COLLECTION SUBACCOUNT" and, collectively, the "COLLECTION SUBACCOUNTS"), each bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustee and the Certificateholders of such Series with a depository institution or trust company meeting the criteria provided in the related Supplementany Enhancement Provider. The Trustee, on behalf for the ratable benefit of the TrustInvestor Certificateholders in accordance with their Investor Interests, the Receivables Purchasers, to the extent of their undivided interest in the Receivables, the Holder of the Exchangeable Seller Certificate (to the extent of the Seller Interest) and any Enhancement Provider to the extent of any Enhancement Invested Amount, shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the ratable benefit of the Investor Certificateholders. Neither , the Sellers nor Receivables Purchasers, the Servicer, nor Holder of the Exchangeable Seller Certificate and any Person or entity claiming by, through or under any Seller or the Servicer, shall have any right, title or interest in (except Enhancement Provider to the extent of any Enhancement Invested Amount, as set forth above. Except as expressly provided under in this Master Trust Agreement Agreement, the Servicer agrees that it shall have no right of set-off or any Supplement)banker's lien against, or any and no right to withdraw any amount otherwise deduct from, the Collection Account. Funds any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, the Seller, the Originator, or any Certificateholder, Receivables Purchaser, Purchaser Representative or Enhancement Provider. Upon the occurrence of an Early Amortization Event with respect to any Series, Collections shall not be invested. Funds in any Collection Subaccount may not be invested except as provided withdrawn from the Initial Depository Accounts and deposited in the Collection Account as specified in Section 4.3(a). Pursuant to authority granted to it hereunder, the Servicer shall have the power to instruct the Trustee or such Qualified Depository Institution to withdraw funds from the Collection Account for the purpose of carrying out the Servicer's duties hereunder; provided, that upon the occurrence of an Early Amortization Event with respect to any Receivables Purchase Series, if so authorized pursuant to the related Supplement Receivables Purchase Agreement for such Receivables Purchase Series, the related Purchaser 57 Representative shall have the power to instruct the Trustee or such Qualified Depository Institution (to the extent of the undivided interest of the related Receivables Purchase Series in the Receivables and any earnings resulting Collections thereof) to withdraw funds from the Collection Account as authorized pursuant to such investment shall be applied as provided in such SupplementReceivables Purchase Agreement.

The Collection Account. The Trustee, (i) for the benefit of the Certificateholders and the TrusteeCertificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Trust, or cause to be established and maintained with an Eligible Institution a New York State office or branch of a Qualified Institution, a non-interest bearing segregated trust account (the "COLLECTION ACCOUNT") “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders and the Trustee and (ii) for the benefit of the Certificateholders and the Trustee shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the "SWEEP ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Investor Certificateholders; PROVIDED, HOWEVER, that upon the insolvency of the Qualified Institution where the Sweep Account is maintained, the Sweep Account shall not be permitted to be maintained with such Qualified Institution and upon the insolvency of the Trustee, the Collection Account shall not be permitted to be maintained with the Trustee. SCHEDULE 1-A sets forth the account number of the Sweep Account, the account designation of such account and the name of the Qualified Institution where the Sweep Account is maintained. SCHEDULE 1-B sets forth the account number of the Collection Account, the account designation of such account and the name of the institution with which such account is maintained. Pursuant to the terms of the Control Agreement, all funds in the Sweep Account will be transferred on a daily basis into the Collection Account pursuant to the wire transfer instructions and at the times set forth on SCHEDULE 1-C. The Collection Account shall be divided into individual subaccounts for each outstanding Series (each, respectively, a "COLLECTION SUBACCOUNT" and, collectively, the "COLLECTION SUBACCOUNTS"), each bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustee and the Certificateholders of such Series with a depository institution or trust company meeting the criteria provided in the related Supplement. The Trustee, on behalf of the Trust, Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. Neither If, at any time, the Sellers nor institution holding the Collection Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within five Business Days establish a new Collection Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash and/or any investments to such new Collection Account, and from the date such new Collection Account is established, it shall be the “Collection Account.” Pursuant to the authority granted to the Servicer in Section 3.1(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer, nor any Person or entity claiming by, through or under any Seller ’s or the ServicerTrustee’s duties hereunder. Each Series shall represent undivided interests in the Trust, shall have including the benefits of any right, title or interest Enhancement to be provided with respect to such Series as indicated in (except the Supplement relating to such Series and the extent expressly provided under this Master Trust Agreement or any Supplement), or any right to withdraw any amount from, receive Collections and other amounts at the Collection Account. Funds times and in the amounts specified in this Article IV to be deposited in the Collection Account and any other accounts maintained for the benefit of the Certificateholders or to be paid to the Investor Certificateholders of such Series; provided, however, that the aggregate interest represented by such Certificates at any time in the Principal Receivables shall not exceed an amount equal to the Invested Amount at such time. The Exchangeable Transferor Certificate or, as the case may be, the uncertificated interest in the Transferor Interest shall represent the remaining undivided interest in the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be invested. Funds paid to the Holder of the Exchangeable Transferor Certificate; provided, however, that if the Transferor elects to have its interest in the Transferor Interest be uncertificated as provided in Section 6.1, then such uncertificated interest shall represent the Transferor Interest; provided, further, that the aggregate interest represented by such Exchangeable Transferor Certificate in the Principal Receivables or, as the case may be, the aggregate uncertificated interest of the Transferor in the Principal Receivables, shall not exceed the Transferor Interest at any Collection Subaccount time and such Exchangeable Transferor Certificate or, as the case may be, such uncertificated interest shall not be invested represent any interest in the Investor Accounts, except as provided in this Agreement, or the related Supplement benefits of any Enhancement issued with respect to any Series. The Certificates do not represent obligations of, or any interest in, the Transferor, the Servicer or any Affiliate thereof, and neither the Certificates nor the Accounts or the Receivables are insured or guaranteed by the Federal Deposit Insurance Corporation or any earnings resulting from other governmental agency. The Certificates are limited in right of payment to certain Collections respecting the Receivables and the other assets of the Trust allocable to such investment shall be applied Certificates as provided herein and in such the applicable Supplement.

The Collection Account. The TrusteeServicer, (i) for the benefit of the Certificateholders and the Trusteeany Receivables Purchasers, shall establish and maintain in the name of the Trusteemaintain, on behalf of the Trust, or cause to be established and maintained with a New York State an office or branch of a Qualified Depository Institution, a non-interest bearing segregated trust account (the "COLLECTION ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders and the Trustee and (ii) for the benefit of the Certificateholders and the Trustee shall establish in the name of the Trustee, Trustee and on behalf of the Trust, a non-interest bearing segregated account (the "SWEEP ACCOUNTCollection Account") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders; PROVIDED, HOWEVER, that upon the insolvency of the Qualified Institution where the Sweep Account is maintained, the Sweep Account shall not be permitted to be maintained with such Qualified Institution any Receivables Purchasers and upon the insolvency of the Trustee, the Collection Account shall not be permitted to be maintained with the Trustee. SCHEDULE 1-A sets forth the account number of the Sweep Account, the account designation of such account and the name of the Qualified Institution where the Sweep Account is maintained. SCHEDULE 1-B sets forth the account number of the Collection Account, the account designation of such account and the name of the institution with which such account is maintained. Pursuant to the terms of the Control Agreement, all funds in the Sweep Account will be transferred on a daily basis into the Collection Account pursuant to the wire transfer instructions and at the times set forth on SCHEDULE 1-C. The Collection Account shall be divided into individual subaccounts for each outstanding Series (each, respectively, a "COLLECTION SUBACCOUNT" and, collectively, the "COLLECTION SUBACCOUNTS"), each bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustee and the Certificateholders of such Series with a depository institution or trust company meeting the criteria provided in the related Supplementany Enhancement Provider. The Trustee, on behalf for the ratable benefit of the TrustInvestor Certificateholders in accordance with their Investor Interests, the Receivables Purchasers, to the extent of their undivided interest in the Receivables, the Holder of the Exchangeable Seller Certificate (to the extent of the Seller Interest) and any Enhancement Provider to the extent of any Enhancement Invested Amount, shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the ratable benefit of the Investor Certificateholders. Neither , the Sellers nor Receivables Purchasers, the Servicer, nor Holder of the Exchangeable Seller Certificate and any Person or entity claiming by, through or under any Seller or the Servicer, shall have any right, title or interest in (except Enhancement Provider to the extent of any Enhancement Invested Amount, as set forth above. Except as expressly provided under in this Master Trust Agreement Agreement, the Servicer agrees that it shall have no right of set-off or any Supplement)banker's lien against, or any and no right to withdraw any amount otherwise deduct from, the Collection Account. Funds any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, the Seller, the Originator, or any Certificateholder, Receivables Purchaser, Purchaser Representative or Enhancement Provider. Upon the occurrence of an Early Amortization Event with respect to any Series, Collections shall not be invested. Funds in any Collection Subaccount may not be invested except as provided withdrawn from the Initial Depository Accounts and deposited in the Collection Account as specified in Section 4.3(a). Pursuant to authority granted to it hereunder, the Servicer shall have the power to instruct the Trustee or such Qualified Depository Institution to withdraw funds from the Collection Account for the purpose of carrying out the Servicer's duties hereunder; provided, that upon the occurrence of an Early Amortization Event with respect to any Receivables Purchase Series, if so authorized pursuant to the related Supplement Receivables Purchase Agreement for such Receivables Purchase Series, the related Purchaser Representative shall have the power to instruct the Trustee or such Qualified Depository Institution (to the extent of the undivided interest of the related Receivables Purchase Series in the Receivables and any earnings resulting Collections thereof) to withdraw funds from the Collection Account as authorized pursuant to such investment shall be applied as provided in such SupplementReceivables Purchase Agreement.

The Collection Account. The TrusteeServicer, (i) for the benefit of the Certificateholders and the Trusteeany Receivables Purchasers, shall establish and maintain in the name of the Trusteemaintain, on behalf of the Trust, or cause to be established and maintained with a New York State an office or branch of a Qualified Depository Institution, a non-interest bearing segregated trust account (the "COLLECTION ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders and the Trustee and (ii) for the benefit of the Certificateholders and the Trustee shall establish in the name of the Trustee, Trustee and on behalf of the Trust, a non-interest bearing segregated account (the "SWEEP ACCOUNT"“Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders; PROVIDED, HOWEVER, that upon the insolvency of the Qualified Institution where the Sweep Account is maintained, the Sweep Account shall not be permitted to be maintained with such Qualified Institution any Receivables Purchasers and upon the insolvency of the Trustee, the Collection Account shall not be permitted to be maintained with the Trustee. SCHEDULE 1-A sets forth the account number of the Sweep Account, the account designation of such account and the name of the Qualified Institution where the Sweep Account is maintained. SCHEDULE 1-B sets forth the account number of the Collection Account, the account designation of such account and the name of the institution with which such account is maintained. Pursuant to the terms of the Control Agreement, all funds in the Sweep Account will be transferred on a daily basis into the Collection Account pursuant to the wire transfer instructions and at the times set forth on SCHEDULE 1-C. The Collection Account shall be divided into individual subaccounts for each outstanding Series (each, respectively, a "COLLECTION SUBACCOUNT" and, collectively, the "COLLECTION SUBACCOUNTS"), each bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustee and the Certificateholders of such Series with a depository institution or trust company meeting the criteria provided in the related Supplementany Enhancement Provider. The Trustee, on behalf for the ratable benefit of the TrustInvestor Certificateholders in accordance with their Investor Interests, the Receivables Purchasers, to the extent of their undivided interest in the Receivables, the Holder of the Exchangeable Seller Certificate (to the extent of the Seller Interest), the Originator (to the extent of the Originator Deferred Payments) and any Enhancement Provider to the extent of any Enhancement Invested Amount, shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the ratable benefit of the Investor Certificateholders. Neither , the Sellers nor Receivables Purchasers, the Servicer, nor Holder of the Exchangeable Seller Certificate and any Person or entity claiming by, through or under any Seller or the Servicer, shall have any right, title or interest in (except Enhancement Provider to the extent of any Enhancement Invested Amount, as set forth above. Except as expressly provided under in this Master Trust Agreement Agreement, the Servicer agrees that it shall have no right of set-off or any Supplement)banker’s lien against, or any and no right to withdraw any amount otherwise deduct from, the Collection Account. Funds any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, the Seller, the Originator, or any Certificateholder, Receivables Purchaser, Purchaser Representative or Enhancement Provider. Upon the occurrence of an Early Amortization Event with respect to any Series, Collections shall not be invested. Funds in any Collection Subaccount may not be invested except as provided withdrawn from the Initial Depository Accounts and deposited in the Collection Account as specified in Section 4.3(a). Pursuant to authority granted to it hereunder, the Servicer shall have the power to instruct the Trustee or such Qualified Depository Institution to withdraw funds from the Collection Account for the purpose of carrying out the Servicer’s duties hereunder; provided, that upon the occurrence of an Early Amortization Event with respect to any Receivables Purchase Series, if so authorized pursuant to the related Supplement Receivables Purchase Agreement for such Receivables Purchase Series, the related Purchaser Representative shall have the power to instruct the Trustee or such Qualified Depository Institution (to the extent of the undivided interest of the related Receivables Purchase Series in the Receivables and any earnings resulting Collections thereof) to withdraw funds from the Collection Account as authorized pursuant to such investment shall be applied as provided in such SupplementReceivables Purchase Agreement.

The Collection Account. The Trustee, (i) for the benefit of the Certificateholders and the TrusteeCertificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Trust, or cause to be established and maintained with an Eligible Institution a New York State office or branch of a Qualified Institution, a non-interest bearing segregated trust account (the "COLLECTION ACCOUNTCollection Account") ), bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders and the Trustee and (ii) for the benefit of the Certificateholders and the Trustee shall establish in the name of the Trustee, on behalf of the Trust, a non-interest bearing segregated account (the "SWEEP ACCOUNT") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Investor Certificateholders; PROVIDED, HOWEVER, that upon the insolvency of the Qualified Institution where the Sweep Account is maintained, the Sweep Account shall not be permitted to be maintained with such Qualified Institution and upon the insolvency of the Trustee, the Collection Account shall not be permitted to be maintained with the Trustee. SCHEDULE 1-A sets forth the account number of the Sweep Account, the account designation of such account and the name of the Qualified Institution where the Sweep Account is maintained. SCHEDULE 1-B sets forth the account number of the Collection Account, the account designation of such account and the name of the institution with which such account is maintained. Pursuant to the terms of the Control Agreement, all funds in the Sweep Account will be transferred on a daily basis into the Collection Account pursuant to the wire transfer instructions and at the times set forth on SCHEDULE 1-C. The Collection Account shall be divided into individual subaccounts for each outstanding Series (each, respectively, a "COLLECTION SUBACCOUNT" and, collectively, the "COLLECTION SUBACCOUNTS"), each bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustee and the Certificateholders of such Series with a depository institution or trust company meeting the criteria provided in the related Supplement. The Trustee, on behalf of the Trust, Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. Neither If, at any time, the Sellers nor institution holding the Collection Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within ten Business Days establish a new Collection Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash and/or any investments to such new Collection Account, and from the date such new Collection Account is established, it shall be the "Collection Account." Pursuant to the authority granted to the Servicer in Section 3.1(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer, nor any Person or entity claiming by, through or under any Seller 's or the ServicerTrustee's duties hereunder. Each Series shall represent undivided interests in the Trust, shall have including the benefits of any right, title or interest Enhancement to be provided with respect to such Series as indicated in (except the Supplement relating to such Series and the extent expressly provided under this Master Trust Agreement or any Supplement), or any right to withdraw any amount from, receive Collections and other amounts at the Collection Account. Funds times and in the amounts specified in this Article IV to be deposited in the Collection Account and any other accounts maintained for the benefit of the Certificateholders or to be paid to the Investor Certificateholders of such Series. The Exchangeable Transferor Certificate shall represent the interest in the Trust not represented by any Series then outstanding, including the right to receive Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the Transferor (the "Transferor Interest"); provided, however, that the Exchangeable Transferor Certificate shall not represent any interest in the Collection Account or any other accounts maintained for the benefit of the Certificateholders or the benefits of any Enhancement to be invested. Funds in provided by an Enhancement Provider issued with respect to any Collection Subaccount may not be invested Series, except as specifically provided in this Article IV. The Certificates do not represent obligations of, or any interest in, the related Supplement Transferor, the Servicer or any Affiliate thereof, and neither the Certificates nor the Accounts or the Receivables are insured or guaranteed by the Federal Deposit Insurance Corporation or any earnings resulting from other governmental agency. The Certificates are limited in right of payment to certain Collections respecting the Receivables and the other assets of the Trust allocable to such investment shall be applied Certificates as provided herein and in such the applicable Supplement.