Common use of Cash Collateral Account Clause in Contracts

Cash Collateral Account. (a) Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trustee, in the name of Trustee, as a Series Account on behalf of the Investor Holders, a segregated trust account (the “Cash Collateral Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor Holders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of Trustee for the benefit of the Investor Holders. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible Institution, Transferor shall notify Trustee, and Trustee upon being notified (or Servicer on its behalf) shall within 10 Business Days establish a new Cash Collateral Account meeting the conditions specified above, and shall transfer any cash or any investments to such new Cash Collateral Account. Trustee, at the direction of Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Series Supplement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below.

Cash Collateral Account. (a) On or prior to the Closing Date, the Servicer shall establish and maintain with an Eligible Institution, which, initially shall which may be the Trustee, Indenture Trustee in the name of Trusteethe Trust, as a Series Account on behalf of the Investor HoldersTrust, for the benefit of the Class C Noteholders and the Class D Noteholders, a segregated account with the corporate trust account department of such Eligible Institution (the “Cash Collateral Account”) "CASH COLLATERAL ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor HoldersClass C Noteholders and the Class D Noteholders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the Cash Collateral Account and Except as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions otherwise provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this sectionSection 4.11, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor HoldersClass C Noteholders and the Class D Noteholders. If at any time an Eligible Institution the institution holding the Cash Collateral Account ceases to be an Eligible Institution, Transferor the Servicer shall notify Trusteethe Indenture Trustee in writing, and the Indenture Trustee upon being so notified (or the Servicer on its behalf) shall shall, within 10 ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Cash Collateral Account meeting the conditions specified above, above with an Eligible Institution and shall transfer any cash or any investments to such new Cash Collateral Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make deposits to and withdrawals from the Cash Collateral Account from time to time in an amount up to the amounts and Available Cash Collateral Account Amount at such time, for the times purposes set forth in this Series Indenture Supplement. All withdrawals from , and (ii) on each Payment Date prior to termination of the Cash Collateral Account, make a deposit into the Cash Collateral Account shall be made in the priority set forth belowamount specified in, and otherwise in accordance with, subsection 4.11(f).

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, a segregated trust account as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the “"Cash Collateral Account”") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor Series 1998-1 Certificateholders and the Class C Interest Holders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the The Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance initially be established with the terms of this SectionTrustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 may consent) establish a new Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Series SupplementSupplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement.

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, a segregated trust account for the benefit of the Class A Certificateholders and the Class B Certificate-holders, as their interests appear herein, an Eligible Deposit Account (the “"Cash Collateral Account”") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor HoldersClass A Certificateholders and the Class B Certificateholders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersClass A Certificateholders and the Class B Certificateholders. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 may consent) establish a new Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Sellers, (ii) make deposits to and withdrawals from the Cash Collateral Account from time to time in an amount up to the amounts and Available Cash Collateral Amount at such time, for the times purposes set forth in this Series Supplement, and (iii) on each Distribution Date prior to the termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.05(a)(xiii). All The Sellers shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account shall be made except as specifically provided in the priority set forth belowthis Supplement.

Cash Collateral Account. (abbb) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, a segregated trust account for the benefit of the Series 1996-E Certificateholders and the Collateral Interest Holder, as their interests appear herein, an Eligible Deposit Account (the “"Cash Collateral Account”") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor HoldersSeries 1996-E Certificateholders and the Collateral Interest Holder. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the The Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance initially be established with the terms of this SectionTrustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersSeries 1996-E Certificateholders and the Collateral Interest Holder. The interest of the Collateral Interest Holder in the Cash Collateral Account shall be subordinated to the interests of the Series 1996-E Certificateholders as provided herein and in the Loan Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 may consent) establish a new Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Series SupplementSupplement and the Loan Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Collateral Interest Holder shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Loan Agreement.

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, for the benefit of the Series 1996-C Holders and the Cash Collateral Depositor, as their interests appear herein, a segregated trust account (the “Cash Collateral "CASH COLLATERAL ACCOUNT" which shall be an Eligible Deposit Account”) , bearing a designation designations clearly indicating that the funds deposited therein are held for the benefit of the Investor Holders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in Series 1996-C Holders and the Cash Collateral Account and Depositor, as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Sectiontheir interests appear herein. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersSeries 1996-C Holders and the Cash Collateral Depositor as their interests appear herein. The interests of the Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series 1996-C Holders as provided herein and in the Cash Collateral Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed thirty calendar days, as to which each Rating Agency shall consent) establish a new Cash Collateral Account meeting the conditions specified above, and shall transfer any cash or any investments to such new Cash Collateral Account. Trustee, at the direction of Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Series Supplement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below.conditions

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, for the benefit of the Series 1998-A Holders and the Cash Collateral Depositor, as their interests appear herein, a segregated trust account (the “"Cash ---- Collateral Account”) " which shall be an Eligible Deposit Account, bearing a designation ------------------ designations clearly indicating that the funds deposited therein are held for the benefit of the Investor Holders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in Series 1998-A Holders and the Cash Collateral Account and Depositor, as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Sectiontheir interests appear herein. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersSeries 1998- A Holders and the Cash Collateral Depositor as their interests appear herein. The interests of the Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-A Holders as provided herein and in the Cash Collateral Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed thirty calendar days, as to which each Rating Agency shall consent) establish a new Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or and/or any investments to such new Cash Collateral Account. The Cash Collateral Depositor shall on the Closing Date deposit into the Cash Collateral Account the Initial Cash Collateral Amount. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the deposit equal to the Initial Cash Collateral Amount to be made on such date by the Cash Collateral Depositor, (ii) on the date any additional deposit is made to the Cash Collateral Account pursuant to the Cash Collateral Agreement, deposit in the Cash Collateral Account the additional deposit to be made on such date, (iii) make deposits to and withdrawals from the Cash Collateral Account from time to time in an amount up to the amounts and Available Cash Collateral Amount at such time, for the times purposes set forth in this Series Supplementparagraphs (c) through and including (l) below, and (iv) on each Distribution Date prior to the termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.7(l). All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided herein.

Cash Collateral Account. (a) Servicer The Indenture Trustee shall establish and maintain with an Eligible Institution, which, initially shall which may be the Trustee, Indenture Trustee in the name of Trusteethe Trust, as a Series Account on behalf of the Investor HoldersTrust, for the benefit of the Series 2001-A Noteholders, a segregated trust account with the corporate trust department of such Eligible Institution (the “"Cash Collateral Account”) "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor HoldersSeries 2001-A Noteholders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor HoldersSeries 2001-A Noteholders. If at any time an Eligible Institution the institution holding the Cash Collateral Account ceases to be an Eligible Institution, Transferor the Transferors shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall shall, within 10 Business Days (or such longer period as to which the Rating Agency has consented), establish a new Cash Collateral Account meeting the conditions specified aboveabove with an Eligible Institution, and shall transfer any cash or any investments to such new Cash Collateral Account. The Indenture Trustee, at the direction of the Servicer, shall (i) make deposits to and withdrawals from the Cash Collateral Account from time to time in an amount up to the amounts and Available Cash Collateral Account Amount at such time, for the times purposes set forth in this Series Indenture Supplement. All withdrawals from , and (ii) on each Payment Date make a deposit into the Cash Collateral Account shall be made in the priority set forth belowamount specified in, and otherwise in accordance with, subsection 4.04(a)(ix).

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, for the benefit of the Series 199_-_ Certificateholders and the Cash Collateral Depositor, as their interests appear herein, a segregated trust account (the “"Cash Collateral Account”) " which shall be an Eligible Deposit Account, bearing a designation designations clearly indicating that the funds deposited therein are held for the benefit of the Investor Holders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in Series 199_-_ Certificateholders and the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this SectionDepositor. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersSeries 199_-_ Certificateholders and the Cash Collateral Depositor as their interests appear herein. The interest of the Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series 199_-_ Certificate holders as provided herein and in the Loan Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Cash Collateral Depositor under the Loan Agreement, (ii) make deposits to and withdrawals from the Cash Collateral Account from time to time in an amount up to the amounts and Available Cash Collateral Amount at such time, for the times purposes set forth in this Series Supplementparagraphs (c) through (i) below, and (iii) on each Distribution Date prior to the termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.07(i). All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement.

Cash Collateral Account. (a) On or prior to the Closing Date, the Servicer shall establish and maintain with an Eligible Institution, which, initially shall which may be the Trustee, Indenture Trustee in the name of Trusteethe Trust, as a Series Account on behalf of the Investor HoldersTrust, for the benefit of the Class C Noteholders and the Class D Noteholders, a segregated account with the corporate trust account department of such Eligible Institution (the “Cash Collateral Account”) "CASH COLLATERAL ACCOUNT"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor HoldersClass C Noteholders and the Class D Noteholders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the Cash Collateral Account and Except as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions otherwise provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this sectionSection 4.11, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Investor HoldersClass C Noteholders and the Class D Noteholders. If at any time an Eligible Institution the institution holding the Cash Collateral Account ceases to be an Eligible Institution, Transferor the Servicer shall notify Trusteethe Indenture Trustee in writing, and the Indenture Trustee upon being so notified (or the Servicer on its behalf) shall shall, within 10 ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Cash Collateral Account meeting the conditions specified above, above with an Eligible Institution and shall transfer any cash or any investments to such new Cash Collateral Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make deposits to and withdrawals from the Cash Collateral Account from time to time in an amount up to the amounts and Available Cash Collateral Account Amount at such time, for the times purposes set forth in this Series Indenture Supplement. All withdrawals from , and (ii) on each Payment Date prior to termination of the Cash Collateral Account, make a deposit into the Cash Collateral Account shall be made in the priority set forth belowamount specified in, and otherwise in accordance with, subsection 4.11(f). On the Closing Date, the Transferor shall deposit the Initial Cash Collateral Account Amount in the Cash Collateral Account.

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, a segregated trust account for the benefit of the Series 1998-A Certificateholders and the Collateral Interest Holder, as their interests appear herein, an Eligible Deposit Account (the “"Cash Collateral Account”") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor HoldersSeries 1998-A Certificateholders and the Collateral Interest Holder. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the The Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance initially be established with the terms of this SectionTrustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersSeries 1998-A Certificateholders and the Collateral Interest Holder. The interest of the Collateral Interest Holder in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-A Certificateholders as provided herein and in the Loan Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 may consent) establish a new Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Series SupplementSupplement and the Loan Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Collateral Interest Holder shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Loan Agreement.

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, for the benefit of the Series 199[ ]-[ ] Certificateholders and the Cash Collateral Depositor, as their interests appear herein, a segregated trust account (the “"Cash Collateral Account”) " which shall be an Eligible Deposit Account, bearing a designation designations clearly indicating that the funds deposited therein are held for the benefit of the Investor Holders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in Series 199[ ]-[ ] Certificateholders and the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this SectionDepositor. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersSeries 199[ ]-[ ] Certificateholders and the Cash Collateral Depositor as their interests appear herein. The interest of the Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series 199[ ]-[ ] Certificateholders as provided herein and in the Loan Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Cash Collateral Depositor under the Loan Agreement, (ii) make deposits to and withdrawals from the Cash Collateral Account from time to time in an amount up to the amounts and Available Cash Collateral Amount at such time, for the times purposes set forth in this Series Supplementparagraphs (c) through (i) below, and (iii) on each Distribution Date prior to the termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.07(i). All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement.

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, a segregated trust account for the benefit of the Class A Certificateholders and the Class B Certificate holders, as their interests appear herein, an Eligible Deposit Account (the “"Cash Collateral Account”") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor HoldersClass A Certificateholders and the Class B Certificateholders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersClass A Certificateholders and the Class B Certificateholders. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 may con sent) establish a new Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Sellers, (ii) make deposits to and withdrawals from the Cash Collateral Account from time to time in an amount up to the amounts and Available Cash Collateral Amount at such time, for the times purposes set forth in this Series Supplement, and (iii) on each Distribution Date prior to the termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.05(a)(xiii). All The Sellers shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account shall be made except as specifically provided in the priority set forth belowthis Supplement.

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor Trust, for the benefit of the Series 199_-_ Certificateholders and the Class C Interest Holders, a segregated trust account as their interests appear herein and in the Loan Agreement, an Eligible Deposit Account (the “"Cash Collateral Account”") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor Series 199_-_ Certificateholders and the Class C Interest Holders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the The Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance initially be established with the terms of this SectionTrustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Series 199_-_ Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 199_-_ Certificateholders as provided herein and in the Loan Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 may consent) establish a new Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Series SupplementSupplement and the Loan Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Loan Agreement.

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, a segregated trust account for the benefit of the Class A Certificateholders and the Class B Certificate- holders, as their interests appear herein, an Eligible Deposit Account (the “"Cash Collateral Account”") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor HoldersClass A Certificateholders and the Class B Certificateholders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersClass A Certificateholders and the Class B Certificateholders. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 may con- sent) establish a new Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Sellers, (ii) make deposits to and withdrawals from the Cash Collateral Account from time to time in an amount up to the amounts and Available Cash Collateral Amount at such time, for the times purposes set forth in this Series Supplement, and (iii) on each Distribution Date prior to the termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.05(a)(xiii). All The Sellers shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account shall be made except as specifically provided in the priority set forth belowthis Supplement.

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor Trust, for the benefit of the Series 1998-4 Certificateholders and the Class C Interest Holders, a segregated trust account as their interests appear herein and in the Loan Agreement, an Eligible Deposit Account (the “"Cash Collateral Account”") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor Series 1998-4 Certificateholders and the Class C Interest Holders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the The Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance initially be established with the terms of this SectionTrustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Series 1998-4 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-4 Certificateholders as provided herein and in the Loan Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 may consent) establish a new Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Series SupplementSupplement and the Loan Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Loan Agreement.

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, for the benefit of the Series 1996-A Holders and the Cash Collateral Depositor, as their interests appear herein, a segregated trust account (the “Cash Collateral "CASH COLLATERAL ACCOUNT" which shall be an Eligible Deposit Account”) , bearing a designation designations clearly indicating that the funds deposited therein are held for the benefit of the Investor Holders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in Series 1996-A Holders and the Cash Collateral Account and Depositor, as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Sectiontheir interests appear herein. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersSeries 1996-A Holders and the Cash Collateral Depositor as their interests appear herein. The interests of the Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series 1996-A Holders as provided herein and in the Cash Collateral Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed thirty calendar days, as to which each Rating Agency shall consent) establish a new Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the deposit to be made on such date by the Cash Collateral Depositor, (ii) on the date any additional deposit is made to the Cash Collateral Account pursuant to the Cash Collateral Agreement, deposit in the Cash Collateral Account the additional deposit to be made on such date, (iii) make deposits to and withdrawals from the Cash Collateral Account from time to time in an amount up to the amounts and Available Cash Collateral Amount at such time, for the times purposes set forth in this Series Supplementparagraphs (c) through and including (l) below, and (iv) on each Distribution Date prior to the termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.7(l). All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided herein.

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, a segregated trust account for the benefit of the Series 1999-A Holders and the Cash Collateral Depositor, as their interests appear herein, an Eligible Deposit Account (the “"Cash Collateral Account”") bearing a designation clearly indicating that the funds deposited therein are held for 31 35 the benefit of the Investor Holders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in Series 1999-A Holders and the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Depositor. The Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance initially be established with the terms of this SectionTrustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersSeries 1999-A Holders and the Cash Collateral Depositor. If The interest of the Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series 1999-A Holders as provided herein, and in the Class C Supplemental Agreement. If, at any time an Eligible Institution holding time, the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 may consent) establish a new Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or and/or any investments to such new Cash Collateral Account. The Trustee, at the written direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Series Supplement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement and, if applicable, the agreement referred to in Section 4.7(m).

Cash Collateral Account. (a) The Servicer shall establish and maintain with an Eligible Institution, which, initially shall be the Trusteemaintain, in the name of the Trustee, as a Series Account on behalf of the Investor HoldersTrust, for the benefit of the Series [ ] Certificateholders and the Cash Collateral Depositor, as their interests appear herein, a segregated trust account (the “"Cash Collateral Account”) " which shall be an Eligible Deposit Account, bearing a designation designations clearly indicating that the funds deposited therein are held for the benefit of the Investor Holders. In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in Series [ ] Certificateholders and the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this SectionDepositor. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Cash Collateral Account Property in accordance with the terms of this Section. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor HoldersSeries [ ] Certificateholders and the Cash Collateral Depositor as their interests appear herein. The interest of the Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series [ ] Certificate holders as provided herein and in the Loan Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible InstitutionDeposit Account, Transferor shall notify Trustee, and the Trustee upon being notified (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 Cash Collateral Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Cash Collateral Depositor under the Loan Agreement, (ii) make deposits to and withdrawals from the Cash Collateral Account from time to time in an amount up to the amounts and Available Cash Collateral Amount at such time, for the times purposes set forth in this Series Supplementparagraphs (c) through (i) below, and (iii) on each Distribution Date prior to the termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.07(i). All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement.