Common use of Establishment of Accounts Clause in Contracts

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the HSBC Account Control Agreement, it has established the Escrow Accounts and the Central Account with HSBC Collection Bank, in the name of Lender and Borrower for the benefit of Agent, as secured party, the “HSBC Collection Account”, which has been established as an non-interest-bearing deposit account. In addition, Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the JP Account Control Agreement, it has established with JP Collection Bank, in the joint name of Borrower for the benefit of Agent, as secured party, the “JP Collection Account”, which has been established as a non-interest bearing deposit account. The HSBC Collection Account and Lenderthe JP Collection Account and the funds deposited therein shall serve as additional security for the Loan. Pursuant to the HSBC Account Control Agreement, Borrower shall irrevocably instruct and authorize HSBC Collection Bank to disregard any and all orders for withdrawal from the HSBC Collection Account made by, or at the direction of, Borrower, Operating Company or Manager, if applicable, other than to transfer all amounts on deposit in the HSBC Collection Account on a daily basis (except upon (a) the occurrence and during the continuance of an Event of Default and/or (b) the occurrence of a Trigger Event and during the continuance of a Trigger Period) to the Borrower’s Account. Notwithstanding the foregoing, to the extent that Observatory Tenant has deposited any Rent payable under the Observatory Lease (excluding the Net Observatory Deck Revenue) for more than one (1) month in advance, that portion of such Rent which is payable with respect to future months shall be held in the HSBC Collection Account and shall be applied to shortfalls with respect to any Rents payable under the Observatory Lease (excluding the Net Observatory Deck Revenue) during future months (the “Advance Pay Rent”). Pursuant to the JP Account Control Agreement, Borrower shall irrevocably instruct and authorize JP Collection Bank to disregard any and all orders for withdrawal from the JP Collection Account made by, or at the direction of, Borrower, Observatory Tenant or Manager, if applicable, other than to transfer all amounts on deposit in the JP Collection Account on the last Business Day of each month (except upon (a) the occurrence and during the continuance of an Event of Default and/or (b) the occurrence of a Trigger Event and during the continuance of a Trigger Period) to an account specified by Observatory Tenant. Upon the occurrence of an Event of Default or Trigger Event and during the continuance of an Event of Default or Trigger Period, as applicable, each of HSBC Collection Bank and JP Collection Bank shall transfer all amounts on deposit in the HSBC Collection Account and the JP Collection Account to or as directed by Agent; provided, however, that upon the occurrence of a Trigger Event and during the continuance of a Trigger Period, the amounts on deposit in the HSBC Collection Account and the JP Collection Account shall be transferred and applied in the manner set forth in Section 6.5.6 hereof. Pursuant to the HSBC Account Control Agreement, provided no Event of Default or Trigger Period is continuing, HSBC Collection Bank shall transfer all collected and available funds on a daily basis, as determined by HSBC Collection Bank’s then current funds availability schedule, received in the HSBC Collection Account to the Borrower’s Account. Pursuant to the JP Account Control Agreement, provided no Event of Default or Trigger Period is continuing, JP Collection Bank shall transfer all collected and available funds on the last Business Day of each calendar month, as determined by JP Collection Bank’s then current funds availability schedule, received in the JP Collection Account to an account designated by Observatory Tenant. Borrower agrees that, prior to the payment in full of the Debt, the terms and conditions of the HSBC Account Control Agreement and JP Account Control Agreement shall not be amended or modified without the prior written consent of Agent (which consent Agent may grant or withhold in its reasonable discretion). In recognition of Agent’s and Lenders’ security interest in the funds deposited into the HSBC Collection Account and the JP Collection Account, Borrower shall identify the HSBC Collection Account and the JP Collection Account with the name of Agent, as secured party. The Escrow Accounts Agent hereby agrees that, in connection with Agent’s determination that a Trigger Event exists, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent). Agent shall establish and hold the following accounts (each, an “Account” and, collectively, the “Accounts” and, together with the HSBC Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the JP Collection Account, the Central Account or “Collateral Accounts”) with the Escrow Accounts except as specifically provided herein. Each transfer of funds to Cash Management Bank, which shall each be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in Agreement and the Escrow Accounts may be commingled with other monies held by Lender.Cash Management Agreement:

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not, to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and shall be maintained, at the Servicer’s election, with the Indenture Trustee or the Owner Trustee as long as (i) the deposits of such Person have the Required Deposit Rating and such Person satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lendersuch Person; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer 34 (Nissan 2011-B Sale and Servicing Agreement) shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. If the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee and the Owner Trustee in writing that the Collection Account should be moved or the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating, then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee or the Owner Trustee, as applicable, the Servicer shall, with the Indenture Trustee’s or the Owner Trustee’s assistance, as applicable, as necessary and within ten Business Days of receipt of notice from the Indenture Trustee or the Owner Trustee, as applicable, that the Indenture Trustee or the Owner Trustee, as applicable, no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company selected by the Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee or the Owner Trustee, as applicable.

Establishment of Accounts. Lender has (a) On or prior to the Distribution Date on which any Certificates are then held by anyone other than the Administrator or one of its Affiliates, the Paying Agent, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established the Escrow Accounts and the Central Account maintained, in the name of Lender the Issuer, the certificate distribution account (the “Certificate Distribution Account”). The Certificate Distribution Account shall be established and maintained as an Eligible Account, and bearing a designation clearly indicating that the Collection Account funds deposited therein are held by the Issuer under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders. No checks shall be issued, printed, or honored with respect to the Certificate Distribution Account. 13 (Nissan 2016-A Amended & Restated Trust Agreement) Subject to Section 5.01(b), the Paying Agent shall possess all right, title and interest in all funds on deposit from time to time in the joint name of Borrower Certificate Distribution Account and Lender, in all proceeds thereof. Except as secured party. The Escrow Accounts otherwise expressly provided herein, the Collection Account and the Central Certificate Distribution Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from Paying Agent for the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect benefit of the Collection AccountCertificateholders. If, at any time, the Central Certificate Distribution Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds ceases to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account or if the majority of Certificateholders, in their sole discretion, notify the Paying Agent in writing that the Certificate Distribution Account should be moved, then the Paying Agent (each a “Sub-Account” and collectivelyor the Administrator on behalf of the Paying Agent, if the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies Certificate Distribution Account is not then held by Lenderthe Paying Agent or an Affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Account at a depository institution or trust company selected by a majority of the Certificateholders and shall transfer any cash and/or any investments to such new account.

Establishment of Accounts. Lender Borrower hereby acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, Borrower has established with Cash Management Bank a holding account (the Escrow Accounts “Holding Account”), which has been established as a non-interest bearing deposit account with interest-bearing sub-accounts. The Holding Account and each sub-account of such account and the Central Account in the name of Lender and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held deposited therein shall not constitute trust fundsserve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collateral Accounts made by, or at the direction of, Borrower. Borrower hereby irrevocably directs and authorizes Lender agrees that, prior to withdraw funds from the Collection Accountpayment in full of the Indebtedness, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrumentthe Account Agreement shall not be amended or modified in any material respect without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collateral Accounts, the Holding Account shall be named as follows: “FCP PropCo, LLC Holding Account in favor of German American Capital Corporation, as Collateral Agent” (Account Number 048818470). Borrower shall have no right of withdrawal in respect of confirms that it has established with Cash Management Bank the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “deposit account” (as such term is defined in Section 9-102(a)(29) of the UCC) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, Operating Lessee has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name of Lender Borrower for the benefit of Lender, as secured party, a collection amount (the “Collection Account”), which has been established as an interest-bearing deposit account, and a holding account (the “Holding Account”), which has been established as a securities account. Both the Collection and the Holding Account and each sub-account of either such account and the funds deposited therein and the securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collection Account or the Holding Account made by, or at the direction of, Borrower or Operating Lessee other than to transfer all amounts on deposit in the joint Collection Account on a daily basis to the Holding Account. Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement shall not be amended or modified without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collection Account and the Holding Account, Borrower shall identify both the Collection Account and the Holding Account with the name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the named as follows: “Xxxx-Xxxxxxx Half Moon Bay f/b/o Column Financial, Inc., as secured party Collection Account, and to deposit into and withdraw funds from the Central ,” account number 724556.1 The Holding Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to named as follows: “Xxxx-Xxxxxxx Half Moon Bay f/b/o Column Financial, Inc., as secured party Holding Account,” account number 724556.2 Borrower confirms that it has established with Cash Management Bank the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account and the Collection Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may (Nissan [200_-____] Sale and Servicing Agreement) 34 be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Collection Account. The Trustee, for the Escrow Accounts benefit of MBIA, shall establish and maintain with a Qualified Institution, which may be the Central Account Trustee, in the name of Lender the Trustee, on behalf of the Trust, a non-interest bearing segregated trust account with the corporate trust department of such Qualified Institution (the "Collection Account") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of MBIA and the shall cause such Collection Account to be established and maintained in the joint name State of Borrower and Lender, as secured partyNew York. The Escrow Accounts 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 Initial Deposit and all proceeds of the Central Account Seller Interest and the Transferors' interest in the Collateral and the Note Trust shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender deposited to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrumentupon receipt. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are Funds on deposit in the Collection AccountAccount subject to receipt by the Trustee of written investment directions, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available at all times be invested in Permitted Investments. All such investments shall be made in the event that name of the Trustee for the benefit of MBIA and the holder of the Transferor Interest. Unless otherwise directed by MBIA after consultation with the holder of the Transferor Interest, any such investment shall mature and such funds shall be available for withdrawal on or prior to [the 15th of each calendar month] and shall remain uninvested to the extent required for distribution as MBIA, in consultation with the holder of the Transferor Interest, shall specify. The Trustee shall maintain for the benefit of MBIA possession of the negotiable instruments or securities evidencing the Permitted Investments described in clause (a) of the definition thereof from the time of purchase thereof until the time of sale or maturity; provided, that, no such investment shall be disposed of prior to its maturity date. All interest and earnings (net of losses and investment expenses) on funds on deposit are insufficient. The Central in the Collection Account shall contain become part of the Basic Carrying Costs Sub-Collection Account. Subject to the restrictions set forth above, the Debt Service Payment Sub-AccountMBIA or a Person designated in writing by MBIA, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts the Trustee shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectivelyhave received written notification thereof, shall have the “Sub-Accounts”) authority to which certain funds shall be allocated and from which disbursements shall be made pursuant instruct the Trustee with respect to the terms investment of this Security Instrument. Sums held funds on deposit in the Escrow Accounts may be commingled with other monies held by LenderCollateral Account.

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, it has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name of Lender Borrower for the benefit of Lender, as secured party, the collection account (the "Collection Account"), which has been established as an interest-bearing "deposit account" (as such term is defined in Section 9-102(a)(29) of the UCC), and the holding account (the "Holding Account"), which has been established as a "securities account" (as such term is defined in Section 8-501(a) of the UCC). Both the Collection Account and the Holding Account and each sub-account of either such account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collection Account or the Holding Account made by, or at the direction of, Borrower other than to transfer all amounts on deposit in the Collection Account in accordance with Section 4(c) of the joint Account Agreement. Pursuant to the Account Agreement, (A) prior to the occurrence of a Reserve Period (and thereafter so long as a Reserve Period shall no longer be continuing), Cash Management Bank on a daily basis shall transfer all collected and available funds as determined by Cash Management Bank's then current funds availability schedule received in the Collection Account either to an account designated by Borrower or to the Holding Account, as required by Section 3.1.6(a) below, and (B) from and after the occurrence and during the continuance of a Reserve Period, Cash Management Bank on a daily basis shall transfer all collected and available funds as determined by Cash Management Bank's then current funds availability schedule received in the Collection Account to the Holding Account. Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement shall not be amended or modified without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender's security interest in the funds deposited into the Collection Account and the Holding Account, Borrower shall identify both the Collection Account and the Holding Account with the name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein named as follows: "Reckson Court Square, LLC f/b/o German American Capital Corporation, as secured party Collection Account" (Account Number 323 967051). The Holding Account shall not constitute trust fundsbe named as follows: "Reckson Court Square, LLC f/b/o German American Capital Corporation, as secured party Holding Account" (Account Number 323 967043). Borrower hereby irrevocably directs confirms that it has established with Cash Management Bank the following sub-accounts of the Holding Account (each, a "Sub-Account" and, collectively, the "Sub-Accounts" and authorizes Lender to withdraw funds from together with the Collection Account, and to deposit into and withdraw funds from the Central Holding Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account "Collateral Accounts"), which (i) may be ledger or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a "securities account" within the meaning of Article 8 of the UCC and (iv) shall each be an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established (a) The Collection Account. The Servicer, for the Escrow Accounts and benefit of the Central Account ---------------------- Certificate-holders, shall establish in the name of Lender the Trustee, on behalf of the Trust, a non-interest bearing segregated 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 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 which has a long-term unsecured debt rating of at least Baa3 by Moody's 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 such account need not be maintained as a segregated --------- ------- trust account with the 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 credit rating from Standard & Poor's of at least A-1+ and P-1 from Moody's of at least P-1 in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Standard & Poor's of AAA and from Moody's of Aaa in the case of the long-term unsecured debt obligations, or (ii) with a depositary institution, which may include the Trustee, which is acceptable to the Rating Agency (in the case of (i) and (ii), a "Qualified Institution"). If, at any time, the institution holding the Collection Account in ceases to be a Qualified Institution, the joint name Transferor shall direct the Servicer to establish within ten Business Days a new Collection Account with a Qualified 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." The Servicer shall give written notice to the Trustee of Borrower the location and Lender, as secured party. The Escrow Accounts , account number of the Collection Account and shall notify the Central Trustee in writing prior to any subsequent change thereof. Pursuant to authority granted to it pursuant to subsection 3.1(b), the Servicer shall have the power revocable by the Trustee to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. The Collection Account shall be under the sole dominion and control of Lender the Trustee and funds held therein the Trustee shall not constitute trust funds. Borrower hereby irrevocably directs possess all right, title and authorizes Lender to withdraw interest in all funds from the Collection Account, and time to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are time on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lendersuch account.

Establishment of Accounts. Lender has established 2.2.1. Establishment of the Escrow Accounts Company Account. Concurrently with the execution and delivery of this Agreement, the Central Borrowers shall enter into an Account in Control Agreement pursuant to which the name of Lender account bank thereunder shall establish and maintain the Collection Account in the joint name of Borrower and Lender, as secured partyCompany Account. The Escrow Accounts Borrowers shall cause the Company Account to be maintained at all times until the Company Account is permitted to be closed in accordance with Section 4.5. From time to time, there may be deposited into the Collection Company Account the following funds, including, without limitation, (provided that those funds described in clauses (i), (iii), (iv), (v), and the Central Account (vi) below shall be deposited into the Company Account): (i) all amounts funded as Cash Contributions by or on behalf of CEC at the times and on the terms contemplated by Section 4.6, (ii) all amounts funded for the account of the Borrowers by CEC pursuant to its guarantee of interest under Article VI(A)(c) of the Credit Agreement at the times and on the terms contemplated by Section 4.6, (iii) all amounts funded for the account of the Borrower by CEC pursuant to its Completion Guarantee at the times and on the terms contemplated by such Completion Guarantee and Section 4.6, (iv) all Project Cash Flows as and when required by the definition thereof, (v) all amounts received by any Loan Party prior to the Final Completion Date of a Project in respect of liquidated or other damages under the sole dominion Project Documents relating to such Project, net of costs and control expenses in obtaining such amounts and taxes relating thereto, (vi) all condemnation and casualty proceeds (including casualty insurance proceeds) received in respect of Lender a Project prior to the Final Completion Date of such Project, net of costs and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs expenses in obtaining such amounts and authorizes Lender taxes relating thereto, (vii) amounts paid under any payment and performance bonds delivered to withdraw funds any Loan Party under the Construction Contracts relating to a Project (other than amounts directly applied to the payment of Project Costs), if any, (viii) investment income and interest from the Collection investments in any Account, and (ix) such other amounts not required to be deposited in any other Account that a Borrower elects to deposit into and withdraw funds from in the Central Account and the Escrow Accounts, all in accordance with Company Account. Subject to the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection AccountAccount Control Agreement, the Central Account or Borrowers, and, if the Escrow Accounts except as specifically provided herein. Each transfer of funds Borrowers provide appropriate instruction therefor to be made hereunder the account bank, the Construction Manager, shall be made only permitted from time to time after the extent that funds are Closing Date to draw checks on and otherwise withdraw amounts on deposit in the Collection AccountCompany Account to pay Permitted Fund Uses, the Central Account or the affected Sub-Account or Escrow Accountincluding without limitation, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderProject Costs.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms 36 (Sale and Servicing Agreement) Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not, to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established Borrower hereby agrees that all Rents from each Tenant of the Escrow Accounts and the Central Account Properties received by Borrower or any of its Affiliates shall be deposited by Borrower within one Business Day of receipt by Borrower or such Affiliate into an account or accounts in the name of Lender and Agent, as agent for Lender, as secured party (the "Receipts Account"). Borrower shall enter into an agreement (which agreement may not be amended without the consent of Lender) with each bank where a Receipt Account is established, which agreement shall provide that prior to the payment in full of the Notes, all cleared funds in the Receipts Account shall be transferred each Business Day into an interest-bearing trust account established by Borrower in the name of Agent, as agent for Lender, as secured party (the "Collection Account"). Until so deposited into the Collection Account Account, any such amounts held by Borrower shall be deemed to be Collateral and shall be held in trust by it for the benefit of Agent, as agent for Lender, and shall not be commingled with any other funds or property of Borrower or any Affiliate of Borrower. Borrower represents, warrants and covenants that (i) all Operating Income from the Properties will be deposited into the Receipts Account, (ii) there are no other accounts maintained by Borrower with respect to the receipt of funds from the ownership and operation of the Properties, and (iii) so long as the Notes shall be outstanding, it shall not open any other property accounts except as contemplated by the Loan Documents (any account designated by Borrower for the receipt of funds from the Accounts pursuant to this Agreement or for the receipt of Proceeds permitted to be held by Borrower not being property accounts within this context). Borrower has established in the joint name of Borrower and Agent, as agent for Lender, as secured party, the following trust accounts with Agent, as more particularly described in the Cash Collateral Agreement (as hereinafter defined): the "Capital and TI Reserve Account," the "Sinking Fund Account" and the "Default Interest Account." The Accounts may be maintained on a sub-ledger basis only rather than in individual segregated accounts. The Escrow Accounts , the Collection Account and the Central Account Collateral shall be under held in the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all Accounts in accordance with the terms of the cash collateral agreement, dated the date hereof (the "Cash Collateral Agreement"), between Borrower and conditions Agent, a copy of which is attached hereto as Exhibit B. Borrower agrees that prior to the payment in full of the Notes, the Cash Collateral Agreement shall be irrevocable by Borrower without the prior written consent of Lender. The Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Interest accruing on the Accounts shall be periodically added to the principal amount of the Accounts and shall be held, disbursed and applied in accordance with the provisions of this Security InstrumentAgreement. All statements relating to the Accounts shall be issued by Agent to Lender (or at the written direction of Lender, to Lender's representative) and Borrower and Lender shall be notified in writing or by electronic media of account activity on a monthly basis. Agent shall provide Lender and Borrower with such other information as Lender or Borrower may reasonably request. Borrower shall be the beneficial owner of the Accounts for federal income tax purposes and shall report all income on the Accounts but Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts therefrom except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established The Indenture Trustee shall establish and maintain, at the Escrow Accounts and Corporate Trust Office, one or more separate trust accounts (the Central Account in the name of Lender and the Collection Account in the joint name of Borrower and Lender"Note Account") titled "JPMorgan Chase Bank, as secured partyIndenture Trustee of OMI Note Trust 2003-A, Note Account" and a separate trust account (the "Servicing Transition Account") titled "JPMorgan Chase Bank, as Indenture Trustee of OMI Note Trust 2003-A, Servicing Transition Account". The Escrow Accounts , Each of the Collection Note Account and the Central Servicing Transition Account shall be an Eligible Account. Each of the Note Account and the Servicing Transition Account shall be held by or for the benefit of the Indenture Trustee on behalf of the holders of the Notes, and shall be either in the Indenture Trustee's name or designated in a manner that reflects the custodial nature of the account and that all funds in such account are held for the benefit of the Indenture Trustee. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Note Account and the Servicing Transition Account and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Trust Estate. Except as otherwise provided herein, the Note Account and the Servicing Transition Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from Indenture Trustee for the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect benefit of the Collection holders of the Notes. If, at any time, either of the Note Account or the Servicing Transition Account ceases to be an Eligible Account, the Central Indenture Trustee (or the Servicer on its behalf) shall within five Business Days (or such longer period as to which each Rating Agency initially rating the Senior Notes may consent) establish a new Note Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Servicing Transition Account, as the Central case may be, as an Eligible Account and shall transfer any cash and/or any investments to such new Note Account or the affected Sub-Account or Escrow Servicing Transition Account, and Lender shall have no responsibility to make additional funds available as the case may be. In connection with the foregoing, the Servicer agrees that, in the event that funds on deposit are insufficient. The Central either of the Note Account shall contain or the Basic Carrying Costs Sub-AccountServicing Transition Account is not an account with the Indenture Trustee, the Debt Service Payment Sub-Account, Servicer shall notify the Recurring Replacement Reserve Sub-Account, Indenture Trustee in writing promptly upon either of the Operation and Maintenance Expense Sub-Note Account and or the Curtailment Reserve Sub-Account, each of which accounts shall Servicing Transition Account ceasing to be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of (Nissan 2008-C Sale and Servicing Agreement) 36 the Securityholders and the Swap Counterparty. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security (Nissan 2005-A Sale and Servicing Agreement) interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Collection Account. The Servicer, for the Escrow Accounts and benefit of the Central Account ---------------------- Certificateholders, shall establish in the name of Lender the Trustee, on behalf of the Trust, a segregated 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 shall cause such Collection Account to be established and maintained (i) in a segregated trust account with the corporate trust department of a depository 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 with deposit insurance provided by the FDIC which at all times maintains a long-term deposit rating of at least Baa3 by Moody's and having corporate trust powers and acting as trustee for funds deposited therein; provided, however, that such account need not be -------- ------- maintained as a segregated trust account with the 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 depository institution or trust company shall have a credit rating from Moody's, Standard & Poor's and Fitch (if then rated by Fitch) of P-1, A-1+ and F-1+, respectively, in the case of the certificates of deposit, short-term deposits or commercial paper, or a rating from Moody's of at least Aa2 and from Standard & Poor's and Fitch (if then rated by Fitch) of AAA in the case of the long-term unsecured debt obligations, or (ii) with a depository institution, which may include the Trustee, which is acceptable to the Rating Agency (a "Qualified Institution"); provided, however, that the Collection Account in shall not be maintained with the joint name of Borrower and Lender, as secured party-------- ------- Servicer or any affiliate thereof. The Escrow Accounts Pursuant to authority granted to it pursuant to subsection 3.1(b), the Collection Account and Servicer shall have the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender revocable power to withdraw funds from the Collection Account, and to deposit into and withdraw funds from Account for the Central Account and the Escrow Accounts, all in accordance with the terms and conditions purposes of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lendercarrying out its duties hereunder.

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement and pursuant to the Account Agreement, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name of Lender and the Collection Account Borrower (or in the joint name case of Borrower and the Maryland Property, Maryland Loan Guarantor) for the benefit of Lender, as secured party, the holding account (the “Holding Account”), which has been established as a securities account. The Escrow Accounts , the Collection Holding Account and each sub-account of such account and the Central funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall be under irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the sole dominion and control Collateral Accounts made by, or at the direction of, Borrower (or in the case of Lender and funds held therein shall not constitute trust fundsthe Maryland Property, Maryland Loan Guarantor). Borrower hereby irrevocably directs and authorizes Lender agrees that, prior to withdraw funds from the Collection Accountpayment in full of the Indebtedness, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower the Account Agreement shall have no right not be amended or modified without the prior written consent of withdrawal Lender (which consent Lender may grant or withhold in respect of the Collection Accountits sole discretion), and if a Securitization has occurred, the Central delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collateral Accounts, the Holding Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to named as follows: “BlueLinx Portfolio Holding Account f/b/o German American Capital Corporation, as secured party, (Account Number 5000000140431).” Borrower confirms that it has established with Cash Management Bank the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established Deposit of Collections (a) EXLP shall cause the Escrow Accounts EXLP/ABS 2009/Xxxxx Lockbox Account to be maintained with Intercreditor Collateral Agent and the Central EXLP/JPMC Lockbox Account at JPMorgan Chase Bank, N.A. under the Blocked Account Agreement. The Lockbox Accounts shall at all times be held in the name of Lender EXLPOP, but under the exclusive dominion and control of, the Intercreditor Collateral Agent for the benefit of the Collection Account Parties and EXLP, at the expense of EXLP. Each of EXLP in its individual capacity and as Manager, and EXLPOP agrees that it shall not, and shall have no right to, make withdrawals therefrom, give any instructions with respect thereto, or have access thereto, except with respect to Non-Securitization Collections constituting Non-Securitization Collateral to the joint name of Borrower extent provided in Section 7(b)(i) hereof and Lender, as secured partywith respect to Securitization Collections constituting Securitization Collateral pursuant to Section 7(b)(ii) hereof. The Escrow Collection Parties hereby agree that the Lockbox Accounts , the Collection Account and the Central Account shall be under the sole exclusive dominion and control of Lender the Intercreditor Collateral Agent as aforesaid, and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection AccountParties shall not, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right to, make withdrawals therefrom, give any instructions with respect thereto, or have access thereto. Each of withdrawal in respect of EXLP, EXLPOP, and Intercreditor Collateral Agent agree that it shall not transfer any funds from the Collection Account, Lockbox Accounts to the Central Securitization Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central EXLP Account or the affected Sub-Account to any other account unless such transfer is in accordance with Section 7 or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderSection 8 hereof.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders [and the Swap Counterparty]. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, (Nissan Sale and Servicing Agreement) 37 however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender Borrower hereby acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, Borrower has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name “Giraffe Properties, LLC, Holding Account in favor of Lender Bank of America, N.A., as Agent” (the “Holding Account”), which has been established as a non-interest bearing deposit account with interest-bearing sub-accounts. The Holding Account and each sub-account of such account and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held deposited therein shall not constitute trust fundsserve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collateral Accounts made by, or at the direction of, Borrower. Borrower hereby irrevocably directs and authorizes Lender agrees that, prior to withdraw funds from the Collection Accountpayment in full of the Indebtedness, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrumentthe Account Agreement shall not be amended or modified in any material respect without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collateral Accounts, the Holding Account shall be named as follows: “Giraffe Properties, LLC, Holding Account in favor of Bank of America, N.A., as Agent” (Account Number 1235465893). Borrower shall have no right of withdrawal in respect of confirms that it has established with Cash Management Bank the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “deposit account” (as such term is defined in Section 9-102(a)(29) of the UCC) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security Instrument. Sums held Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Escrow Accounts may Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be commingled with other monies held by Lender.available to make the required distributions on the Distribution

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not, to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. On or prior to the Closing Date, the Administrative Agent shall establish a Synthetic LC Credit-Linked Deposit Account at BNP Paribas with the title “Synthetic LC Lenders Credit-Linked Deposit Account”. The Administrative Agent shall maintain records enabling it to determine at any time the amount of the interest of each Synthetic LC Lender has established the Escrow Accounts and the Central Account in the name Synthetic LC Credit-Linked Deposit Account (the interest of each Synthetic LC Lender and the Collection Account in the joint name of Borrower and LenderSynthetic LC Credit-Linked Deposit Account, as secured partyevidenced by such records, being referred to as such Lender’s “Synthetic LC Credit-Linked Sub-Account”). The Escrow Administrative Agent shall establish such additional Synthetic LC Credit-Linked Sub-Accounts for assignee Lenders as shall be required pursuant to Section 11.08(b). No Person (other than the Administrative Agent) shall have the right to make any withdrawal from the Synthetic LC Credit-Linked Deposit Account or to exercise any other right or power with respect thereto. Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that the Collection Account Synthetic LC Credit-Linked Deposits are and will at all times be solely the Central property of the Synthetic LC Lenders, that the Synthetic LC Credit-Linked Deposits shall be used solely in accordance with this Agreement and that no amount on deposit at any time in the Synthetic LC Credit-Linked Deposit Account shall be the property of any of the Obligors, constitute collateral for any Obligations of the Obligors under the sole dominion Loan Documents or otherwise be available in any manner to satisfy any Obligations of any of the Obligors under the Loan Documents. Each Synthetic LC Lender agrees that its right, title and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, interest in and to deposit into the Synthetic LC Credit-Linked Deposit Account shall be limited to the right to require amounts in its Synthetic LC Credit-Linked Sub-Account to be applied as provided in paragraph (c) below and withdraw funds from that it will have no right to require the Central Account return of its Synthetic LC Credit-Linked Deposit other than as expressly provided in said paragraph (c) (each Synthetic LC Lender hereby acknowledging that its Synthetic LC Credit-Linked Deposit constitutes payment for its participations in Synthetic Letters of Credit issued or to be issued hereunder and that the Escrow AccountsSynthetic LC Issuing Lenders will be issuing, all amending, renewing and extending Synthetic Letters of Credit in reliance on the availability of such Lender’s Synthetic LC Credit-Linked Deposit to discharge such Lender’s obligations in accordance with Section 3.05(f)). The funding of the terms Synthetic LC Credit-Linked Deposits and conditions the agreements with respect thereto set forth in this Agreement constitute arrangements solely among the Administrative Agent, the Synthetic LC Issuing Lenders and the Synthetic LC Lenders with respect to the funding and reimbursement obligations of the Synthetic LC Lenders under this Security InstrumentAgreement, and do not constitute loans, extensions of credit or other financial accommodations to any Obligor. Borrower No Obligor shall have no right of withdrawal any responsibility or liability to the Synthetic LC Lenders, the Administrative Agent or any other Person in respect of the Collection Accountestablishment, maintenance, administration or misappropriation of the Central Synthetic LC Credit-Linked Deposit Account (or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Subany Synthetic LC Credit-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Linked Sub-Account) or with respect to the investment of amounts held therein, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made including pursuant to paragraph (d) below, or the terms duties and responsibilities of this Security Instrument. Sums held in the Escrow Accounts may be commingled Administrative Agent with other monies held respect to the foregoing contemplated by Lenderparagraph (e) below.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security Instrument. Sums held Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Escrow Accounts may be commingled with other monies held by Lender.Collection Account in one or more

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; PROVIDED, as secured party. The Escrow Accounts HOWEVER, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that funds are such amounts invested shall be available to make the required distributions on deposit the Distribution Date. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the Collection Accounttrust department of the Indenture Trustee, the Central Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the affected Subshort-Account or Escrow Account, and Lender term unsecured debt obligations of which shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts Required Deposit Rating or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”ii) to which certain funds shall be allocated and from which disbursements shall be made pursuant moved to the terms trust department of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderIndenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lender.the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee. (Nissan 2003-A Sale and Servicing Agreement)

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture (Nissan 2006-B Sale and Servicing Agreement) 34 Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, Event of (Nissan _____ Sale and Lender Servicing Agreement) Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders and the Swap Counterparty. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such (Nissan 2007-A Sale and Servicing Agreement) 37 Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and shall be maintained, at the Servicer’s election, with the Indenture Trustee or the Owner Trustee as long as (i) the deposits of such Person have the Required Deposit Rating and such Person satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the trust department of such Person; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the (Nissan 2011-A Sale and Servicing Agreement) 34 Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the joint name definition of Borrower and LenderEligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, as secured partyin such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Escrow Accounts Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Central proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as applicable, no longer have the Required Deposit Rating then, unless the Collection Account shall be under is maintained in segregated trust accounts in the sole dominion trust department of the Indenture Trustee or the Owner Trustee, as applicable, the Servicer shall, with the Indenture Trustee’s or the Owner Trustee’s assistance, as applicable, as necessary and control within ten Business Days of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds receipt of notice from the Indenture Trustee or the Owner Trustee, as applicable, that the Indenture Trustee or the Owner Trustee, as applicable, no longer has the Required Deposit Rating, cause the Collection AccountAccount (i) to be moved to segregated trust accounts in a bank or trust company, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions short-term unsecured debt obligations of this Security Instrument. Borrower which shall have no right of withdrawal in respect the Required Deposit Rating, or (ii) to be moved to the trust department of the Collection Account, the Central Account Indenture Trustee or the Escrow Accounts except Owner Trustee, as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lenderapplicable.

Establishment of Accounts. Lender has established (a) The Collection Account. Servicer, for the Escrow Accounts benefit of the Holders, shall establish and the Central Account maintain in the name of Lender and Trustee, on behalf of the Trust, a non-interest bearing segregated account (the "Collection Account") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Holders, or shall cause such Collection Account to be established and maintained, with an office branch of (i) a depository institution or trust company (which may include Trustee, Servicer or an Affiliate of Servicer) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia and with deposit insurance provided by BIF or SAIF; provided that 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 depository institution or trust company shall have a credit rating from Xxxxx'x and Standard & Poor's of at least P-1 and A-1, respectively, and, if rated by Fitch, a credit rating from Fitch of at least F-1, in the joint name case of Borrower the certificates of deposit, short-term deposits or commercial paper, or a rating from Xxxxx'x of at least Aa3 and Lenderfrom Standard & Poor's of at least AA-, as secured party. The Escrow Accounts and, if rated by Fitch, from Fitch of at least AA-, in the case of the long-term unsecured debt obligations, or (ii) a depository institution, which may include Trustee, which is acceptable to each Rating Agency (any of the foregoing being a "Qualified Institution"); provided further, that upon the insolvency of Servicer, the Collection Account shall not be permitted to be maintained with Servicer. Pursuant to authority granted to it pursuant to subsection 3.1(b), Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. (b) The Finance Charge and Excess Funding Accounts. Trustee, for the benefit of the Investor Holders, shall establish and maintain with Trustee in the name of the Trust two segregated trust accounts (the "Finance Charge Account" and the Central "Excess Funding Account," respectively) bearing a designation clearly indicating that the funds therein are held for the benefit of the Investor Holders, or shall cause such Finance Charge Account or Excess Funding Account to be established and maintained with an office or branch of a Qualified Institution. Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Finance Charge Account and the Excess Funding Account and in all proceeds thereof. The Finance Charge Account and the Excess Funding Account shall be under the sole dominion and control of Lender and funds held therein Trustee for the benefit of the Investor Holders. Pursuant to authority granted to it hereunder, Servicer shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender have the revocable power to instruct Trustee to withdraw funds from the Collection Finance Charge Account and the Excess Funding Account for the purpose of carrying out Servicer's duties hereunder. Trustee at all times shall maintain accurate records reflecting each transaction in the Finance Charge Account and the Excess Funding Account, and to deposit into and withdraw that funds from held therein shall at all times be held in trust for the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect benefit of the Collection Investor Holders. (c) The Distribution Account. Trustee, for the Central Account or benefit of the Escrow Accounts except as specifically provided herein. Each transfer of funds Investor Holders, shall cause to be made hereunder shall be made only to the extent that funds are on deposit established and maintained in the Collection name of the Trust, a segregated demand deposit trust account (the "Distribution Account") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Investor Holders, the Central or shall cause such Distribution Account to be established and maintained, with an office or the affected Sub-Account or Escrow Accountbranch of a Qualified Institution (other than Transferor). Trustee shall possess all right, title and Lender shall have no responsibility to make additional funds available interest in the event that all funds on deposit are insufficientfrom time to time in the Distribution Account and in all proceeds thereof. The Central Distribution Account shall contain be under the Basic Carrying Costs Sub-Account, sole dominion and control of Trustee for the Debt Service Payment Sub-Account, benefit of the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account Investor Holders. (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.d)

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture (Nissan 2009-1 Sale and Servicing Agreement) 35 Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement and pursuant to the Account Agreement, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name of Lender and the Collection Account Borrower (or in the joint name case of Borrower and the Maryland Property, Maryland Loan Guarantor) for the benefit of Lender, as secured party, the holding account (the “Holding Account”), which has been established as a securities account. The Escrow Accounts , the Collection Holding Account and each sub-account of such account and the Central funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall be under irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the sole dominion and control Collateral Accounts made by, or at the direction of, Borrower (or in the case of Lender and funds held therein shall not constitute trust fundsthe Maryland Property, Maryland Loan Guarantor). Borrower hereby irrevocably directs and authorizes Lender agrees that, prior to withdraw funds from the Collection Accountpayment in full of the Indebtedness, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower the Account Agreement shall have no right not be amended or modified without the prior written consent of withdrawal Lender (which consent Lender may grant or withhold in respect of the Collection Accountits sole discretion), and if a Securitization has occurred, the Central delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collateral Accounts, the Holding Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to named as follows: “BlueLinx Portfolio Holding Account f/b/o German American Capital Corporation, as secured party, (Account Number 5000000140431).” Borrower confirms that it has established with Cash Management Bank the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC and (iv) shall each be an Eligible Account to which 45 certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established (a) The Servicer shall establish, on or before the Escrow Accounts Closing Date, and the Central maintain an Eligible Account with, and in the name of Lender the Indenture Trustee, at an Eligible Institution (which shall initially be the Paying Agent) a segregated trust account for the benefit of (i) the Securityholders, the Servicer, the Trustees and the Paying Agent, designated as the "Wachovia Auto Owner Trust 2004-A Collection Account" (the "Collection Account"), (ii) the Noteholders, the Servicer, the Trustees and the Paying Agent, designated as the "Wachovia Auto Owner Trust 2004-A Note Payment Account" (the "Note Payment Account"), and (iii) the Securityholders, designated as the "Wachovia Auto Owner Trust 2004-A Yield Supplement Account" (the "Yield Supplement Account"), in each case bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the related Persons. On the Closing Date, the Depositor shall deposit the Yield Supplement Account in Initial Deposit into the joint name Yield Supplement Account from the net proceeds of Borrower and Lender, as secured partythe sale of the Notes. The Escrow Accounts Collection Account, the Collection Note Payment Account and the Central Yield Supplement Account shall be under the sole dominion and control of Lender the Indenture Trustee; provided, however, that the Servicer may direct the Paying Agent or the Indenture Trustee in writing to make deposits to and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds withdrawals from the Collection Account, and to deposit into and withdraw funds from the Central Note Payment Account and the Escrow Accounts, all Yield Supplement Account in accordance with this Agreement and the terms and conditions of this Security Instrumentother Basic Documents. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds All monies deposited from time to be made hereunder shall be made only to the extent that funds are on deposit time in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Note Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts Yield Supplement Account shall be Eligible Accounts held by the Indenture Trustee or book-entry sub-accounts the Paying Agent as part of an Eligible Account (each a “Sub-Account” the Trust Property, and collectively, the “Sub-Accounts”) all deposits to which certain funds shall be allocated and from which disbursements withdrawals therefrom shall be made pursuant to only upon the terms and conditions of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderBasic Documents.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; PROVIDED, as secured party. The Escrow Accounts HOWEVER, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that funds are such amounts invested shall be available to make the required distributions on deposit the Distribution Date. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the Collection Accounttrust department of the Indenture Trustee, the Central Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the affected Subshort-Account or Escrow Account, and Lender term unsecured debt obligations of which shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-AccountRequired Deposit Rating, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”ii) to which certain funds shall be allocated and from which disbursements shall be made pursuant moved to the terms trust department of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderIndenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security Instrument. Sums held Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Escrow Accounts may Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be commingled with other monies held by Lender.available to make the required

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders and the Swap Counterparty. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the 36 (Nissan 2008-A Sale and Servicing Agreement) Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the (Nissan 2007-B Sale and Servicing Agreement) 34 Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders [and the [Swap Counterparty][Cap Provider]]. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lender.the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee. (Nissan 2003-B Sale and Servicing Agreement)

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the (Nissan 2011-A Sale and Servicing Agreement) 34 Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the joint name definition of Borrower and LenderEligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, as secured partyin such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Escrow Accounts Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Central proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account shall be under is maintained in segregated trust accounts in the sole dominion trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and control within ten Business Days of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection AccountAccount (i) to be moved to segregated trust accounts in a bank or trust company, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions short-term unsecured debt obligations of this Security Instrument. Borrower which shall have no right of withdrawal in respect the Required Deposit Rating, or (ii) to be moved to the trust department of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderIndenture Trustee.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not, to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held by Lender.any direction to the

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower the Indenture Trustee; provided, however, that all amounts held in the (Nissan 2008-B Sale and Lender, as secured party. The Escrow Accounts , the Servicing Agreement) 35 Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established (i) The Borrower shall establish and maintain a cash collateral account with the Escrow Accounts and the Central Account LC Depositary Bank in the name of Lender and the Collection Borrower, with the following details: ABA No. 000000000, Credit Acct: 00000000.1, Account in Name: “DHI XX Xxxx Collateral Account” for further credit to “DHI”, Ref: Dynegy CCA #10212661.1 (the joint name of Borrower and Lender, as secured party“XX Xxxx Collateral Account”). The Escrow Accounts , the Collection Account and the Central XX Xxxx Collateral Account shall be under pledged to, and subject to the sole dominion control of, the LC Collateral Agent in a manner satisfactory to the Issuing Banks and control of Lender the LC Lenders, and all funds held therein in the XX Xxxx Collateral Account from time to time and all proceeds thereof shall be security for the payment of all amounts due in respect of the LC Disbursements and Reimbursement Obligations and other obligations of the Borrower related to the Letters of Credit or the LC Commitments, whether or not constitute trust fundsthen due. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central The XX Xxxx Collateral Account and the Escrow Accounts, shall be maintained at all times in accordance with the terms of the XX Xxxx Collateral Account Agreement until the Required Lenders have notified the Collateral Agent and conditions the LC Depositary Bank that the LC Commitments and all Letters of Credit issued under this Security InstrumentAgreement have been terminated, and all outstanding Reimbursement Obligations and all outstanding LC Obligations have been paid in full. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have no any right of withdrawal in respect to withdraw any of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may XX Xxxx Collateral Account, except as set forth in Section 2.07(b) and except that upon receipt of notice from the Required Lenders of the termination of all Reimbursement Obligations and the payment of all amounts payable by the Borrower to the Issuing Banks and the LC Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be commingled with applied at the written direction of the Required Lenders to other monies held LC Obligations then due and owing, and upon final payment in full of such other LC Obligations, any remaining amount shall be paid to the Borrower or as otherwise required by Lenderlaw.

Establishment of Accounts. Lender has established the Escrow Accounts The Servicer shall establish and the Central maintain an Eligible Deposit Account in the name of Lender the Indenture Trustee on behalf of the Noteholders which shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders into which amounts paid on or with respect to the Receivables will be deposited by the Servicer in accordance with this Agreement and withdrawn by the Indenture Trustee in accordance with the Indenture (the "Collection Account"). The Servicer shall also establish and maintain an Eligible Deposit Account in the joint name of Borrower the Indenture Trustee on behalf of the Noteholders which shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, into which amounts will be deposited and Lenderwithdrawn by the Indenture Trustee in accordance with the Indenture (the "Excess Funding Account"). As and to the extent provided in a Series Supplement, the Servicer shall also establish and maintain for each series of Notes each Note Distribution Account and each Reserve Account described in such Series Supplement in accordance with the terms of such Series Supplement. If a Designated Account ceases to be an Eligible Deposit Account for any reason, including as secured partya result of the institution at which such Designated Account is maintained ceasing to be an Eligible Institution, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause such Designated Account to be an Eligible Deposit Account. Unless otherwise provided in the applicable Series Supplement, funds in any Designated Account shall be invested in Eligible Investments. The Escrow Accounts Indenture Trustee shall possess all right, title and interest in all funds from time to time on deposit in, and all Eligible Investments credited to, the Collection Account Designated Accounts and the Central Account in all proceeds thereof. The Designated Accounts shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from Indenture Trustee for the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect benefit of the Collection Noteholders. If, at any time, any Designated Account ceases to be an Eligible Deposit Account, the Central Servicer, within 10 Business Days (or such longer period, not to exceed thirty calendar days, as to which each Rating Agency may consent) of determining or receiving notice from the Indenture Trustee that any Designated Account is no longer an Eligible Deposit Account, shall establish in the name of the Indenture Trustee a substitute Eligible Deposit Account as such Designated Account, instruct the Indenture Trustee or the Escrow Accounts except Issuer as specifically provided herein. Each applicable, in writing, to transfer of funds any cash and/or any Eligible Investments to be made hereunder such new Designated Account and, from the date any such substitute account is established, such account shall be made only the Designated Account. Neither the Transferor nor the Servicer, nor any person or entity claiming by, through or under the Transferor or Servicer, shall have any right, title or interest in, or any right to the extent that funds are on deposit in the Collection Accountwithdraw any amount from, the Central Account or the affected Sub-Account or Escrow Account, and Lender Designated Accounts. The Servicer shall have no responsibility the power, revocable by the Indenture Trustee, to instruct the Indenture Trustee to make additional funds available withdrawals and payments from the Designated Accounts for the purposes of carrying out the Servicer's duties specified in this Agreement or permitting the event that funds on deposit are insufficient. The Central Account shall contain Indenture Trustee to carry out its duties under the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderIndenture.

Establishment of Accounts. Lender has established (a) Upon the Escrow Accounts receipt of notice from the Agent of the occurrence of an Intermediate Event, the Servicer shall promptly (but no later than five Business Days after receipt of such notice) establish and maintain for the Central Account benefit of the Company a segregated trust account (the "Collection Account") in the name corporate trust department of Lender and a financial institution reasonably acceptable to the Collection Account in the joint name of Borrower and Lender, as secured partyAgent. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender the Agent, and funds held therein HSB shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender have no rights to withdraw funds amounts from the Collection Account; provided, that prior to the occurrence and to deposit into continuance of a Termination Event (and withdraw funds from the Central Account and the Escrow Accounts, all in accordance thereafter with the terms and conditions consent of this Security Instrument. Borrower the Agent, which may be given or withheld in the Agent's discretion), the Servicer shall have no the right of withdrawal in respect of access to the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are Funds on deposit in the Collection Account shall be invested by the Agent at the written direction of SPS in Permitted Investments that mature, or that are payable, or redeemable upon demand of the holder thereof, on each Remittance Date as set forth in Sections 4.3(c) through 4.3(g); provided, that for so long as no Termination Event shall have occurred and been continuing SPS shall make such investments in Permitted Investments directly (it being understood that Sections 4.3(c), (d), (f) and (g) shall not apply to such investments by SPS). On each Remittance Date, all interest and other investment income (net of losses and investment expenses) on funds in the Collection Account shall be paid out of the Collection Account to HSB. (b) The Servicer shall establish and maintain for the benefit of the Company a segregated trust account (the "Cash Collateral Account") in the corporate trust department of First Bank National Association (the "Cash Collateral Holder") in the name of the Agent for the benefit of the Company. The Cash Collateral Account shall be under the sole dominion and control of the Agent; provided, that prior to the occurrence and continuance of a Termination Event (and thereafter with the consent of the Agent, which may be given or withheld in the Agent's discretion), the Central Account or the affected Sub-Account or Escrow Account, and Lender Servicer shall have no responsibility the right of access to make additional funds available the Cash Collateral Account. Funds on deposit in the event that funds on deposit are insufficient. The Central Cash Collateral Account shall contain be invested in Permitted Investments by the Basic Carrying Costs Sub-AccountCash Collateral Holder on behalf of the Agent at the written direction of SPS as set forth in Sections 4.3(c) through 4.3(g); provided, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts that for so long as SPS shall be Eligible Accounts or book-entry sub-accounts the Servicer, SPS shall make such investments in Permitted Investments directly (it being understood that Sections 4.3(c), (d), (f) and (g) shall not apply to such investments by SPS). On each Remittance Date, all interest and other investment income (net of an Eligible losses and investment expenses) on funds in the Cash Collateral Account (each a “Sub-Account” shall be paid by the Agent to the Servicer and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made applied (pursuant to instructions by the terms of this Security InstrumentAgent to the Cash Collateral Holder) in accordance with the Cash Collateral Deposit Agreement. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.(c)

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account (Nissan 2005-C Sale and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection AccountServicing Agreement) 34 shall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.