Main Clauses of an Account Control Agreement

ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNT Section 2.1. Description of Account.
The Financial Institution has established the following account (the “Collateral Account”): “Collection Account – U.S. Bank Trust Company, National Association as Indenture Trustee, as secured party for*************** with account number **********.

Section 2.2. Account Changes.
Neither the Financial Institution nor the Grantor will change the name or account number of the Collateral Account without the consent of the Secured Party. The Financial Institution will promptly notify the Servicer of any changes. This Agreement will apply to each successor account to the Collateral Account, which will also be a Collateral Account.

Section 2.3. Account Types.
The Financial Institution agrees that the Collateral Account is, and will be maintained as, either a “securities account” (as defined in Section ) or a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).

Section 2.4. Securities Accounts.
If the Collateral Account is a securities account, the Financial Institution agrees that:
(a) Financial Assets. It will promptly credit each item of property (whether cash, investment property, security, instrument or other financial asset) delivered to the Financial Institution under the Indenture to the Collateral Account and treat each item of property as a “financial asset” (within the meaning of Section *** of the **); and

(b) Registration and Indorsement. It will ensure that all financial assets (other than cash) credited to the Collateral Account are registered in the name of the Financial Institution, indorsed to the Financial Institution or in blank or credited to another securities account maintained in the name of the Financial Institution and that no financial asset credited to the Collateral Account is registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor unless it has been indorsed to the Financial Institution or in blank.

ARTICLE III SECURED PARTY CONTROL Section 3.1. Control of Collateral Account.
To establish “control” of the Collateral Account by the Secured Party under Sections 9-104 and 9-106 of the UCC, the Financial Institution agrees to comply with any order or instruction from the Secured Party directing the deposit, withdrawal, transfer or redemption of the cash or other financial assets credited to the Collateral Account (a “Secured Party Order”) without the need for consent by the Grantor or any other Person.

Section 3.2. Investment Instructions.
If (a) the Financial Institution has not received a Secured Party Order for the investment of funds in the Collateral Account by 11:00 a.m. New York time (or another time agreed to by the Financial Institution) on the Business Day before a Payment Date or (b) the Financial Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Financial Institution will invest and reinvest funds in the Collateral Account according to the last investment instruction received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received.

Section 3.3. Conflicting Orders or Instructions. If the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor or any other Person, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor or such other Person.

ARTICLE IV SUBORDINATION OF LIEN; WAIVER OF SET-OFF
Section 4.1. Subordination.
If the Financial Institution has, or later obtains, a security interest in the Collateral Account (or any portion of a Collateral Account), the Financial Institution agrees that the security interest will be subordinate to the security interest of the Secured Party.

Section 4.2. Set-off and Recoupment.
The cash, investment property, security, instrument or other financial assets credited to the Collateral Account will not be subject to deduction, set-off, recoupment, banker’s lien, or other right in favor of a Person other than the Secured Party. However, the Financial Institution may set off (a) the customary fees and expenses for the routine maintenance and operation of the Collateral Account due to the Financial Institution, (b) the face amount of checks credited to the Collateral Account but subsequently returned unpaid due to uncollected or insufficient funds and (c) advances made to settle an investment of funds in the Collateral Account.

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