Common use of Accounts; Investment; Collection of Moneys Clause in Contracts

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Account". The Indenture Trustee shall promptly deposit in the Payment Account (i) the Servicer Remittance Amount received by it from the Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer on the Clean-up Call Date pursuant to Section 10.01, and (vii) all other amounts for the Mortgage Loan Pool received for deposit in the Payment Account, including the payment of any Loan Repurchase Price for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 hereof. All funds withdrawn from the Payment Account pursuant to Section 8.02 hereof for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections 3.03 and 8.02 hereof. (b) [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account shall be for the benefit of the Servicer and on each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.

Accounts; Investment; Collection of Moneys. (a) The Trust Issuing Entity hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Indenture Trustee shall promptly deposit in the Payment Account Account: (i) the Servicer Remittance Amount for each Group received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, ; (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, 8.01(c); (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer Depositor on the Clean-up Call Date pursuant to Section 10.01; (v) any amounts received from the Swap Provider under the Swap Agreement, including the Net Swap Payment and any Swap Termination Payment; and (viivi) all other amounts for the Mortgage Loan Pool received for deposit in the Payment Account, including from the Servicer and the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 and 8.02 hereof. (b) . [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in Any Net Swap Payment received from the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account Swap Provider shall be for the benefit of the Servicer and on each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held allocated by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except into two amounts relating to Group I and Group II, pro rata based upon the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Group I Notional Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Group II Notional Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Date indicating that a Servicer Event of Default occurred Date, as set forth on Schedule 2 hereto. These two amounts are referred to herein as the “Group I Swap Payment” and is continuing under the Sale “Group II Swap Payment.” Similarly, any payment to be made to the Swap Provider pursuant to Section 8.01(b)(i) below shall be allocated between Group I and Servicing Agreement. ThereuponGroup II pro rata, based on the Indenture Trustee shall take such actions as are required of Group I Notional Amount and Group II Notional Amount with respect to the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In additionrelated Payment Date; provided that, if a default occurs there are insufficient funds in any other performance required under either group to pay the Sale and Servicing AgreementSwap Provider pursuant to Section 8.01(b) below, then the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, shall, take remaining amount that would have been distributable on such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action Payment Date shall be without prejudice paid from amounts relating to any right the other group. The amount to claim a Default be paid or Event of Default under this Indenture received by the Issuing Entity that relates to Group I is referred to as the “Group I Swap Payment” and the amount to proceed thereafter be paid or received by the Issuing Entity that relates to Group II is referred to as provided in Article V hereofthe “Group II Swap Payment.”

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Indenture Trustee shall promptly deposit in the Payment Account Account: (i) the Servicer Remittance Amount for each Group received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, ; (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, 8.01(c); (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer Seller on the Clean-up Call Date pursuant to Section 10.01; (v) any amounts received from the Swap Provider under the Swap Agreement, including the Net Swap Payment and any Swap Termination Payment; and (viivi) all other amounts for the Mortgage Loan Pool received for deposit in the Payment Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 hereof. Any Net Swap Payment received from the Swap Provider shall be allocated by the Indenture Trustee into two amounts relating to Group I and 8.02 hereofGroup II, pro rata based upon the Group I Notional Amount and the Group II Notional Amount with respect to the related Payment Date, as set forth on Schedule 2 hereto. These two amounts are referred to herein as the “Group I Swap Payment” and the “Group II Swap Payment.” Similarly, any payment to be made to the Swap Provider pursuant to Section 8.01(b)(i) below shall be allocated between Group I and Group II pro rata, based on the Group I Notional Amount and Group II Notional Amount with respect to the related Payment Date; provided that, if there are insufficient funds in either group to pay the Swap Provider pursuant to Section 8.01(b) below, then the remaining amount that would have been distributable on such Payment Date shall be paid from amounts relating to the other group. The amount to be paid or received by the Trust that relates to Group I is referred to as the “Group I Swap Payment” and the amount to be paid or received by the Trust that relates to Group II is referred to as the “Group II Swap Payment.” (b) [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than On the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited (as defined in the Payment Account and Collection Account shall be Swap Agreement for the benefit of the Servicer and on this purpose only) prior to each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice make the payment to the ServicerSwap Provider set forth in clause (i) below, the Trust and the Note Insurer by the close of business on the third Business Day prior but only to the related extent that there are sufficient funds on deposit in the Payment Account to make such payment after making each of the payments described below to be made on such Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreementare senior to such payment. ThereuponOn each Payment Date, the Indenture Trustee shall take withdraw from the Payment Account such actions as are required of amounts on deposit therein relating to the Indenture Trustee under Article VII of Fees and the Sale Indenture Trustee’s expenses and Servicing Agreement. In additionother amounts then due to it, if a default occurs in including any other performance required under the Sale and Servicing Agreement, payments with respect to reimbursement or indemnification due to the Indenture Trustee may(subject to Section 6.16) and shall pay such amounts to itself. On each Payment Date, unless the Notes have been declared due and upon payable pursuant to Section 5.02 hereof and moneys collected by the request of the Note Insurer or, Indenture Trustee are being applied in accordance with the consent of the Note InsurerSection 5.07 hereof, the Holders Interest Remittance Amount on deposit in the Payment Account on any Payment Date or Redemption Date shall be withdrawn from the Payment Account, in the amounts required (based on the Indenture Trustee’s Remittance Report prepared by the Indenture Trustee on or before such Payment Date in reliance on the related Servicer Remittance Report), for application on such Payment Date in respect of payments for the each Class of Notes representing more than 50% as follows. On each Payment Date, funds will be applied in the following order of priority: (i) From Available Funds, to the Note Principal Balance Swap Provider the sum of (x) all Net Swap Payments, paid from the Outstanding NotesAvailable Funds related to each group pro rata based upon each group’s related component notional amount, shall, take such action as may be appropriate set forth in Schedule 2 to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and (y) any Swap Termination Payments other than a Defaulted Swap Termination Payment, paid from the Available Funds related to proceed thereafter each group pro rata based upon each group’s related component notional amount, as provided shown in Article V hereof.Schedule 2 to this Indenture. To the extent that any swap payments owed to the Swap Provider remain unpaid, pay amounts owed under (x) or (y) above from the other group’s Available Funds (such payment to be made on the Business Day (as defined in the Swap Agreement for this purpose only) prior to the Payment Date, as set forth above), (ii) Concurrently,

Accounts; Investment; Collection of Moneys. (a) The Trust Issuer hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Indenture Trustee shall promptly deposit in the Payment Account Account: (i) the Servicer Remittance Amount for eachGroup received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, ; (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, 8.01(c); (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer Depositor on the Clean-up Call Date pursuant to Section 10.01; (v) any amounts received from the Swap Provider under the Swap Agreement, including the Net Swap Payment and any Swap Termination Payment; and (viivi) all other amounts for the Mortgage Loan Pool received for deposit in the Payment AccountAccount by the Servicer, including and the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 hereof. Any Net Swap Payment received from the Swap Provider shall be allocated by the Indenture Trustee into two amounts relating to Group I and 8.02 hereofGroup II, pro rata based on the aggregate scheduled Principal Balance of the Mortgage Loans in the related group with respect to the related Payment Date. These two amounts are referred to herein as the “Group I Swap Payment” and the “Group II Swap Payment.” Similarly, any payment to be made to the Swap Provider pursuant to Section 8.01(b)(i) below shall be allocated between Group I and Group II pro rata based on the aggregate scheduled Principal Balance of the Mortgage Loans in the related group with respect to the related Payment Date; provided that, if there are insufficient funds in either group to pay the Swap Provider pursuant to Section 8.01(b) below, then the remaining amount that would have been distributable on such Payment Date shall be paid from amounts relating to the other group. The amount to be paid or received by the Issuer that relates to Group I is referred to as the “Group I Swap Payment” and the amount to be paid or received by the Issuer that relates to Group II is referred to as the “Group II Swap Payment.” (b) [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than On the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited (as defined in the Payment Account and Collection Account shall be Swap Agreement for the benefit of the Servicer and on this purpose only) prior to each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice make the payment to the ServicerSwap Provider set forth in clause (i)(x) below, the Trust and the Note Insurer by the close of business on the third Business Day prior but only to the related extent that there are sufficient funds on deposit in the Payment Account to make such payment after making each of the payments described below to be made on such Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreementare senior to such payment. ThereuponOn each Payment Date, the Indenture Trustee shall take withdraw from the Payment Account such actions as are required of amounts on deposit therein relating to the Indenture Trustee under Article VII of Fees and the Sale Indenture Trustee’s expenses and Servicing Agreement. In additionother amounts then due to it, if a default occurs in including any other performance required under the Sale and Servicing Agreement, payments with respect to reimbursement or indemnification due to the Indenture Trustee may(subject to Section 6.16) and shall pay such amounts to itself. On each Payment Date, unless the Notes have been declared due and upon payable pursuant to Section 5.02 hereof and moneys collected by the request of the Note Insurer or, Indenture Trustee are being applied in accordance with the consent of the Note InsurerSection 5.07 hereof, the Holders Interest Remittance Amount on deposit in the Payment Account on any Payment Date or Redemption Date shall be withdrawn from the Payment Account, in the amounts required (based on the Indenture Trustee’s Remittance Report prepared by the Indenture Trustee on or before such Payment Date in reliance on the related Servicer Remittance Report), for application on such Payment Date in respect of payments for the each Class of Notes representing more than 50% as follows. Subject to the preceding, on each Payment Date, funds will be applied in the following order of priority: (i) From Available Funds, to the Note Swap Provider the sum of (x) all Net Swap Payments, paid from the Available Funds related to each Group pro rata based on the aggregate scheduled Principal Balance of the Outstanding NotesMortgage Loans in the related Group and (y) any Swap Termination Payments other than a Defaulted Swap Termination Payment, shallpaid from the Available Funds related to each group pro rata based on the aggregate scheduled Principal Balance of the Mortgage Loans in the related Group; provided, take however, that to the extent any payments (“Replacement Payments”) are received from a replacement Swap Provider by the Issuer as a result of entering into replacement transaction(s) following a Downgrade Terminating Event, the Swap Provider that is being replaced shall have first priority as to such action as may Replacement Payments versus all other creditors of the Issuer, and the Issuer shall pay from the Replacement Payments received the lesser of (x) the Replacement Payments so received and (y) any termination payment owed to the Swap Provider (to the extent not already paid by the Trust) that is being replaced immediately upon receipt. To the extent that any swap payments owed to the Swap Provider remain unpaid, amounts owed under (x) or (y) above will be appropriate to enforce paid from the other group’s Available Funds (such payment or performance including to be made on the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice Business Day (as defined in the Swap Agreement for this purpose only) prior to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter the Payment Date, as provided in Article V hereof.set forth above); (ii) Concurrently,

Accounts; Investment; Collection of Moneys. (a) The Trust Issuing Entity hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Indenture Trustee shall promptly deposit in the Payment Account Account: (i) the Servicer Remittance Amount for each Group received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, ; (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, 8.01(c); (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer Depositor on the Clean-up Call Date pursuant to Section 10.01; (v) any amounts received from the Swap Provider under the Swap Agreement, including the Net Swap Payment and any Swap Termination Payment; and (viivi) all other amounts for the Mortgage Loan Pool received for deposit in the Payment Account, including from the Servicer and the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 hereof. [Any Net Swap Payment received from the Swap Provider shall be allocated by the Indenture Trustee into two amounts relating to Group I and 8.02 hereofGroup II, pro rata based upon the Group I Notional Amount and the Group II Notional Amount with respect to the related Payment Date, as set forth on Schedule 2 hereto. These two amounts are referred to herein as the “Group I Swap Payment” and the “Group II Swap Payment.” Similarly, any payment to be made to the Swap Provider pursuant to Section 8.01(b)(i) below shall be allocated between Group I and Group II pro rata, based on the Group I Notional Amount and Group II Notional Amount with respect to the related Payment Date; provided that, if there are insufficient funds in either group to pay the Swap Provider pursuant to Section 8.01(b) below, then the remaining amount that would have been distributable on such Payment Date shall be paid from amounts relating to the other group. The amount to be paid or received by the Issuing Entity that relates to Group I is referred to as the “Group I Swap Payment” and the amount to be paid or received by the Issuing Entity that relates to Group II is referred to as the “Group II Swap Payment.” (b) [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than On the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited (as defined in the Payment Account and Collection Account shall be Swap Agreement for the benefit of the Servicer and on this purpose only) prior to each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice make the payment to the ServicerSwap Provider set forth in clause (i) below, the Trust and the Note Insurer by the close of business on the third Business Day prior but only to the related extent that there are sufficient funds on deposit in the Payment Account to make such payment after making each of the payments described below to be made on such Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreementare senior to such payment. ThereuponOn each Payment Date, the Indenture Trustee shall take withdraw from the Payment Account such actions as are required of amounts on deposit therein relating to the Indenture Trustee under Article VII of Fees and the Sale Indenture Trustee’s expenses and Servicing Agreement. In additionother amounts then due to it, if a default occurs in including any other performance required under the Sale and Servicing Agreement, payments with respect to reimbursement or indemnification due to the Indenture Trustee may(subject to Section 6.16) and shall pay such amounts to itself. On each Payment Date, unless the Notes have been declared due and upon payable pursuant to Section 5.02 hereof and moneys collected by the request of the Note Insurer or, Indenture Trustee are being applied in accordance with the consent of the Note InsurerSection 5.07 hereof, the Holders Interest Remittance Amount on deposit in the Payment Account on any Payment Date or Redemption Date shall be withdrawn from the Payment Account, in the amounts required (based on the Indenture Trustee’s Remittance Report prepared by the Indenture Trustee on or before such Payment Date in reliance on the related Servicer Remittance Report), for application on such Payment Date in respect of payments for the each Class of Notes representing more than 50% as follows. On each Payment Date, funds will be applied in the following order of priority: (i) From Available Funds, to the Note Principal Balance Swap Provider the sum of (x) all Net Swap Payments, paid from the Outstanding NotesAvailable Funds related to each group pro rata based upon each group’s related component notional amount, shall, take such action as may be appropriate set forth in Schedule 2 to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and (y) any Swap Termination Payments other than a Defaulted Swap Termination Payment, paid from the Available Funds related to proceed thereafter each group pro rata based upon each group’s related component notional amount, as provided shown in Article V hereof.Schedule 2 to this Indenture. To the extent that any swap payments owed to the Swap Provider remain unpaid, pay amounts owed under (x) or (y) above from the other group’s Available Funds (such payment to be made on the Business Day (as defined in the Swap Agreement for this purpose only) prior to the Payment Date, as set forth above), (ii) Concurrently,

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each Class of Notes, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Distribution Account"" for such Class. The Indenture Trustee shall promptly deposit in the Payment related Distribution Account (i) the Servicer Remittance Amount for the related Pool received by it from the Servicer on the Servicer Payment Distribution Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Pool to be made by the Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Pool required to be deposited in the Payment such Distribution Account pursuant to this Section 8.01, (iv) all amounts for such Pool received pursuant to Section 8.03 hereof, (v) any amount for such Pool required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or on each Distribution Date, in accordance with the Servicer on Remittance Report, the CleanShortfall Amount for the related Class, until paid in full, first, from the Distribution Account relating to the other Class of Notes, to the extent of the Net Monthly Excess Cashflow from the other Pool of Mortgage Loans remaining after payment of any Net Mortgage Loan Interest Shortfalls for such other Pool, second, from the Cross-up Call Date pursuant collateralization Reserve Account relating to Section 10.01this Class of Notes, and third, from the Cross-collateralization Reserve Account relating to the other Class of Notes, and (vii) all other amounts for the Mortgage Loan such Pool received for deposit in the Payment such Distribution Account, including the payment of any Loan Repurchase Price for a Mortgage Loan in such Pool received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment a Distribution Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 hereof. All funds withdrawn from the Payment a Distribution Account pursuant to Section 8.02 hereof for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections 3.03 and 8.02 hereof. (b) [Reserved]The Trust hereby directs the Indenture Trustee to establish for each Class of Notes, at its Corporate Trust Office, an Eligible Account which shall be the "Pre-Funding Account" for such Class of Notes. On the Closing Date, the Indenture Trustee shall deposit the Original Pre-Funded Amount for each Class of Notes in the related Pre-Funding Account from the proceeds of the sale of the related Class of Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on any Subsequent Transfer Date, the Unaffiliated Seller shall instruct in writing the Indenture Trustee to withdraw from the related Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans sold to the Trust in respect of the related Pool and pledged to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, on such Subsequent Transfer Date and pay such amount to or upon the order of the Unaffiliated Seller upon satisfaction of the conditions set forth in Section 2.14 hereof with respect to such transfer; the Indenture Trustee may conclusively rely on such written instructions from the Unaffiliated Seller; (ii) if the Pre-Funding Amount for a Class of Notes (exclusive of Pre-Funding Earnings for such Class) has been reduced to $100,000 or less by the July 1999 or the August 1999 Distribution Date, then, on such Distribution Date, after giving effect to any reductions in the related Pre-Funding Account on such date, the Indenture Trustee shall withdraw, from the related Pre-Funding Account on such date and deposit in the Distribution Account relating to such Class, the amount on deposit in such Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the related Noteholders as a prepayment of principal on such Distribution Date; (iii) if any amounts remain on deposit in either Pre-Funding Account at the close of business on August 30, 1999, the Indenture Trustee shall withdraw, from such Pre-Funding Account on the following Distribution Date and deposit in the Distribution Account relating to the related Class, the amount on deposit in such Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the related Noteholders as a prepayment of principal on such Distribution Date; and (iv) on the July 1999, August 1999 and September 1999 Distribution Dates, the Indenture Trustee shall transfer from each Pre-Funding Account to the related Distribution Account, the Pre-Funding Earnings, if any, applicable to such Distribution Date. (c) [Reserved]The Trust hereby directs the Indenture Trustee to establish for each Class of Notes, at its Corporate Trust Office, an Eligible Account which shall be the "Capitalized Interest Account" for such Class of Notes. On the Closing Date, the Indenture Trustee shall deposit the Original Capitalized Interest Amount for each Class of Notes in the related Capitalized Interest Account from the proceeds of the sale of the related Class of Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on the July 1999, August 1999 and September 1999 Distribution Dates, the Indenture Trustee shall transfer from each Capitalized Interest Account to the related Distribution Account, the applicable Capitalized Interest Requirement, if any, for such Class and such Distribution Date; and (ii) on the Distribution Date immediately following, or on which, the amount on deposit in the related Pre-Funding Account is reduced to zero, any amounts remaining in either Capitalized Interest Account, after taking into account the transfers in respect of the Distribution Date described in clause (i) above, shall be paid to the Unaffiliated Seller. (d) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each Class of Notes, at its Corporate Trust Office, an Eligible Account that shall be the "Cross-collateralization Reserve Account" for such Class. The Indenture Trustee shall deposit and withdraw funds in each Cross-collateralization Reserve Account in accordance with the provisions of Sections 8.01(a) and 8.02(a) hereof. (e) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Collection Account and the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Distribution Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account Distribution and Collection Account Accounts shall be for the benefit of the Servicer and on each Payment Distribution Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (ef) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Distribution Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Distribution Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Distribution Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Distribution Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, Notes of both Classes shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each Class of Notes, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Account"" for such Class. The Indenture Trustee shall promptly deposit in the related Payment Account (i) the Servicer Remittance Amount for the related Pool received by it from the Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Pool to be made by the Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Pool required to be deposited in the such Payment Account pursuant to this Section 8.01, (iv) all amounts for such Pool received pursuant to Section 8.03 hereof, (v) any amount for such Pool required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or on each Payment Date, in accordance with the Servicer on Remittance Report, the CleanShortfall Amount for the related Class, until paid in full, first, from the Payment Account relating to the other Class of Notes, to the extent of the Net Monthly Excess Cashflow from the other Pool of Mortgage Loans, second, from the Cross-up Call Date pursuant collateralization Reserve Account relating to Section 10.01this Class of Notes, and third, from the Cross-collateralization Reserve Account relating to the other Class of Notes, (vii) on each Payment Date, in accordance with the Servicer Remittance Report, the Net Mortgage Loan Interest Shortfalls for the related Class of Notes, to the extent of the Net Monthly Excess Cashflow from the other Pool of Mortgage Loans remaining after payment of: first, the Shortfall Amount for the related Class, second, the Over-collateralization Increase Amount for such other Pool and, third, the Reserve Payment Amount for such other Pool and (viii) all other amounts for the Mortgage Loan such Pool received for deposit in the such Payment Account, including the payment of any Loan Repurchase Price for a Mortgage Loan in such Pool received by the Indenture Trustee. All amounts that are deposited from time to time in the a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 hereof. All funds withdrawn from the a Payment Account pursuant to Section 8.02 hereof for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections 3.03 and 8.02 hereof. (b) [Reserved]The Trust hereby directs the Indenture Trustee to establish for each Class of Notes, at its Corporate Trust Office, an Eligible Account which shall be the "Pre-Funding Account" for such Class of Notes. On the Closing Date, the Indenture Trustee shall deposit the Original Pre-Funded Amount for each Class of Notes in the related Pre-Funding Account from the proceeds of the sale of the related Class of Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on any Subsequent Transfer Date, the Unaffiliated Seller shall instruct in writing the Indenture Trustee to withdraw from the related Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans sold to the Trust in respect of the related Pool and pledged to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, on such Subsequent Transfer Date and pay such amount to or upon the order of the Unaffiliated Seller upon satisfaction of the conditions set forth in Section 2.14 hereof with respect to such transfer; the Indenture Trustee may conclusively rely on such written instructions from the Unaffiliated Seller; (ii) if the Pre-Funding Amount for a Class of Notes (exclusive of Pre-Funding Earnings for such Class) has been reduced to $100,000 or less by the October 1999 or the November 1999 Payment Date, then, on such Payment Date, after giving effect to any reductions in the related Pre-Funding Account on such date, the Indenture Trustee shall withdraw, from the related Pre-Funding Account on such date and deposit in the Payment Account relating to such Class, the amount on deposit in such Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the related Noteholders as a prepayment of principal on such Payment Date; (iii) if any amounts remain on deposit in either Pre-Funding Account at the close of business on November 30, 1999, the Indenture Trustee shall withdraw, from such Pre-Funding Account on the following Payment Date and deposit in the Payment Account relating to the related Class, the amount on deposit in such Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the related Noteholders as a prepayment of principal on such Payment Date; and (iv) on the October 1999, November 1999 and December 1999 Payment Dates, the Indenture Trustee shall transfer from each Pre-Funding Account to the related Payment Account, the Pre-Funding Earnings, if any, applicable to such Payment Date. (c) [Reserved]The Trust hereby directs the Indenture Trustee to establish for each Class of Notes, at its Corporate Trust Office, an Eligible Account which shall be the "Capitalized Interest Account" for such Class of Notes. On the Closing Date, the Indenture Trustee shall deposit the Original Capitalized Interest Amount for each Class of Notes in the related Capitalized Interest Account from the proceeds of the sale of the related Class of Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on the October 1999, November 1999 and December 1999 Payment Dates, the Indenture Trustee shall transfer from each Capitalized Interest Account to the related Payment Account, the applicable Capitalized Interest Requirement, if any, for such Class and such Payment Date; and (ii) on the Payment Date immediately following, or on which, the amount on deposit in the related Pre-Funding Account is reduced to zero, any amounts remaining in either Capitalized Interest Account, after taking into account the transfers in respect of the Payment Date described in clause (i) above, shall be paid to the Unaffiliated Seller. (d) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each Class of Notes, at its Corporate Trust Office, an Eligible Account that shall be the "Cross-collateralization Reserve Account" for such Class. The Indenture Trustee shall deposit and withdraw funds in each Cross-collateralization Reserve Account in accordance with the provisions of Sections 8.01(a) and 8.02(a) hereof. (e) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Collection Account and the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account Accounts shall be for the benefit of the Servicer and on each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (ef) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, Notes of both Classes shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each Class of Notes, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Distribution Account"" for such Class. The Indenture Trustee shall promptly deposit in the Payment related Distribution Account (i) the Servicer Remittance Amount for the related Pool received by it from the Servicer on the Servicer Payment Distribution Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Pool to be made by the Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Pool required to be deposited in the Payment such Distribution Account pursuant to this Section 8.01, (iv) all amounts for such Pool received pursuant to Section 8.03 hereof, (v) any amount for such Pool required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or on each Distribution Date, in accordance with the Servicer on Remittance Report, the CleanShortfall Amount for the related Class, until paid in full, first, from the Distribution Account relating to the other Class of Notes, to the extent of the Net Monthly Excess Cashflow from the other Pool of Mortgage Loans remaining after payment of any Net Mortgage Loan Interest Shortfalls for such other Pool, second, from the Cross-up Call Date pursuant collateralization Reserve Account relating to Section 10.01this Class of Notes, and third, from the Cross-collateralization Reserve Account relating to the other Class of Notes, and (vii) all other amounts for the Mortgage Loan such Pool received for deposit in the Payment such Distribution Account, including the payment of any Loan Repurchase Price for a Mortgage Loan in such Pool received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment a Distribution Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 hereof. All funds withdrawn from the Payment a Distribution Account pursuant to Section 8.02 hereof for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections 3.03 and 8.02 hereof. (b) [Reserved]The Trust hereby directs the Indenture Trustee to establish for each Class of Notes, at its Corporate Trust Office, an Eligible Account which shall be the "Pre-Funding Account" for such Class of Notes. On the Closing Date, the Indenture Trustee shall deposit the Original Pre-Funded Amount for each Class of Notes in the related Pre-Funding Account from the proceeds of the sale of the related Class of Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on any Subsequent Transfer Date, the Unaffiliated Seller shall instruct in writing the Indenture Trustee to withdraw from the related Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans sold to the Trust in respect of the related Pool and pledged to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, on such Subsequent Transfer Date and pay such amount to or upon the order of the Unaffiliated Seller upon satisfaction of the conditions set forth in Section 2.14 hereof with respect to such transfer; the Indenture Trustee may conclusively rely on such written instructions from the Unaffiliated Seller; (ii) if the Pre-Funding Amount for a Class of Notes (exclusive of Pre-Funding Earnings for such Class) has been reduced to $100,000 or less by the April 1999 Distribution Date, then, on such Distribution Date, after giving effect to any reductions in the related Pre-Funding Account on such date, the Indenture Trustee shall withdraw, from the related Pre-Funding Account on such date and deposit in the Distribution Account relating to such Class, the amount on deposit in such Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the related Noteholders as a prepayment of principal on such Distribution Date; (iii) if any amounts remain on deposit in either Pre-Funding Account at the close of business on April 30, 1999, the Indenture Trustee shall withdraw, from such Pre-Funding Account on the following Distribution Date and deposit in the Distribution Account relating to the related Class, the amount on deposit in such Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the related Noteholders as a prepayment of principal on such Distribution Date; and (iv) on the April 1999 and May 1999 Distribution Dates, the Indenture Trustee shall transfer from each Pre-Funding Account to the related Distribution Account, the Pre-Funding Earnings, if any, applicable to such Distribution Date. (c) [Reserved]The Trust hereby directs the Indenture Trustee to establish for each Class of Notes, at its Corporate Trust Office, an Eligible Account which shall be the "Capitalized Interest Account" for such Class of Notes. On the Closing Date, the Indenture Trustee shall deposit the Original Capitalized Interest Amount for each Class of Notes in the related Capitalized Interest Account from the proceeds of the sale of the related Class of Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on the April 1999 and the May 1999 Distribution Dates, the Indenture Trustee shall transfer from each Capitalized Interest Account to the related Distribution Account, the applicable Capitalized Interest Requirement, if any, for such Class and such Distribution Date; and (ii) on the Distribution Date immediately following, or on which, the amount on deposit in the related Pre-Funding Account is reduced to zero, any amounts remaining in either Capitalized Interest Account, after taking into account the transfers in respect of the Distribution Date described in clause (i) above, shall be paid to the Unaffiliated Seller. (d) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each Class of Notes, at its Corporate Trust Office, an Eligible Account that shall be the "Cross-collateralization Reserve Account" for such Class. The Indenture Trustee shall deposit and withdraw funds in each Cross-collateralization Reserve Account in accordance with the provisions of Sections 8.01(a) and 8.02(a) hereof. (e) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Distribution Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account Distribution and Collection Account Accounts shall be for the benefit of the Servicer and on each Payment Distribution Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (ef) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Distribution Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Distribution Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Distribution Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Distribution Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, Notes of both Classes shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.

Accounts; Investment; Collection of Moneys. (a) The Trust Issuing Entity hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Indenture Trustee shall promptly deposit in the Payment Account Account: (i) the Servicer Remittance Amount received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, ; (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, 8.01(c); (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer Depositor on the Clean-up Call Date pursuant to Section 10.01; (v) any amounts received from the Swap Provider under the Swap Agreement, including the Net Swap Payment and any Swap Termination Payment; and (viivi) all other amounts for the Mortgage Loan Pool received for deposit in the Payment AccountAccount from the Servicer, including and the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 and 8.02 hereof. Any Net Swap Payment received from the Swap Provider is referred to herein as the “Swap Payment.” (b) [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account shall be for the benefit of the Servicer and on On each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice make the payment to the ServicerSwap Provider set forth in clause (i)(x) below, the Trust and the Note Insurer by the close of business on the third Business Day prior but only to the related extent that there are sufficient funds on deposit in the Payment Account to make such payment after making each of the payments described below to be made on such Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreementare senior to such payment. ThereuponOn each Payment Date, the Indenture Trustee shall take withdraw from the Payment Account such actions as are required of amounts on deposit therein relating to the Indenture Trustee’s expenses and other amounts then due to it, including any payments with respect to reimbursement or indemnification due to the Indenture Trustee under Article VII of (subject to Section 6.16) and shall pay such amounts to itself. On each Payment Date, unless the Sale Notes have been declared due and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale payable pursuant to Section 5.02 hereof and Servicing Agreement, moneys collected by the Indenture Trustee mayare being applied in accordance with Section 5.07 hereof, the Interest Remittance Amount on deposit in the Payment Account on any Payment Date or Redemption Date shall be withdrawn from the Payment Account, in the amounts required (based on the Indenture Trustee’s Remittance Report prepared by the Indenture Trustee on or before such Payment Date in reliance on the related Servicer Remittance Report), for application on such Payment Date in respect of payments for the each Class of Notes as follows. Subject to the preceding, on each Payment Date, funds will be applied in the following order of priority: (i) From Available Funds, to the Swap Provider the sum of (x) all Net Swap Payments, paid from the Available Funds and (y) any Swap Termination Payments other than a Defaulted Swap Termination Payment, paid from the Available Funds; (ii) from the Distributable Interest Amount concurrently to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, their Accrued Note Interest and any unpaid Accrued Note Interest from prior Payment Dates allocated based on their entitlement to those amounts; (iii) from any remaining Distributable Interest Amount, to the Class M Notes, sequentially, in ascending numerical order, their Accrued Note Interest. (c) The Principal Distribution Amount will be paid from the amount on deposit in the Payment Account (after making the payments set forth in paragraph (b) above) on each Payment Date as follows: A. On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, the Principal Distribution Amount will be applied in the following order of priority: (i) to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, sequentially, in that order, until their respective Class Note Balances have been reduced to zero; and (ii) to the Class M Notes, sequentially, in ascending numerical order, until their respective Class Note Balances have been reduced to zero. B. On each Payment Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, the Principal Distribution Amount will be applied in the following order of priority: (i) to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, sequentially, in that order, the lesser of the Principal Distribution Amount and the Class A Principal Distribution Amount until their respective Class Note Balances have been reduced to zero; (ii) to the Class M-1 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-1 Principal Distribution Amount, until their Class Note Balance has been reduced to zero, (iii) to the Class M-2 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-2 Principal Distribution Amount, until their Class Note Balance has been reduced to zero, (iv) to the Class M-3 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-3 Principal Distribution Amount, until their Class Note Balance has been reduced to zero, (v) to the Class M-4 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-4 Principal Distribution Amount, until their Class Note Balance has been reduced to zero, (vi) to the Class M-5 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-5 Principal Distribution Amount, until their Class Note Balance has been reduced to zero, (vii) to the Class M-6 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-6 Principal Distribution Amount, until their Class Note Balance has been reduced to zero, (viii) to the Class M-7 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-7 Principal Distribution Amount, until their Class Note Balance has been reduced to zero, (ix) to the Class M-8 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-8 Principal Distribution Amount, until their Class Note Balance has been reduced to zero, and (x) to the Class M-9 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-9 Principal Distribution Amount, until their Class Note Balance has been reduced to zero. However, on any Payment Date on which the Overcollateralization Amount has been reduced to zero, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note aggregate outstanding Principal Balance of the Outstanding Class M Notes has been reduced to zero, then any payments of principal to be made on the Class A Notes shall be made to such holders on a pro rata basis, rather than sequentially as described above. (d) For any Payment Date, any Net Monthly Excess Cashflow shall be paid as follows: (i) to the Class M Notes, shallsequentially and in ascending numerical order, take their Unpaid Interest Shortfall Amount, (ii) concurrently, any Basis Risk Carry Forward Amount to each class of Class A Notes, pro rata by the respective Basis Risk Carry Forward Amount due to such action as may classes of Notes, (iii) sequentially, to the Class M Notes in ascending numerical order, any Basis Risk Carry Forward Amount for such classes, (iv) to the Class M Notes, sequentially in ascending numerical order, any Deferred Interest in respect of any Principal Deficiency Amount allocated to such classes, thus, for instance, the Principal Deficiency Amount for any Payment Date will first be appropriate allocated to enforce the Class M-9 Notes and, to the extent the Principal Deficiency Amount for such payment or performance including Payment Date exceeds the institution and prosecution aggregate Class Note Balance of appropriate Proceedings. Any the Class M-9 Notes, such action excess Principal Deficiency Amount shall be without prejudice allocated to the Class M-8 Notes, and so on. (v) to pay to the indenture trustee and the owner trustee, any right amounts due to claim a Default them, in the case of the indenture trustee to the extent not previously paid or Event of Default reimbursed under this Indenture Section 8.01 by reason of Section 6.16 hereof and in the case of the owner trustee to proceed thereafter as provided in the extent not previously paid or reimbursed under this Section 8.01 pursuant to Article V hereof.IX of the Trust Agreement,

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each of the Class A-1 Notes and the Class A-2 Notes, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Distribution Account"" for such Class. The Indenture Trustee shall promptly deposit in the Payment related Distribution Account (i) the Servicer Remittance Amount for the related Mortgage Loan Group received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Mortgage Loan Group to be made by the Servicer pursuant to the Sale and Servicing Agreement or the Unaffiliated Seller's Agreement, (iii) any amount for such Mortgage Loan Group required to be deposited in the Payment such Distribution Account pursuant to this Section 8.01, (iv) all amounts for such Mortgage Loan Group received pursuant to Section 8.03 hereof, (v) any amount for such Mortgage Loan Group required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer on the Clean-up Call Date pursuant to Section 10.01, 10.01 and (vii) all other amounts for the such Mortgage Loan Pool Group received for deposit in the Payment such Distribution Account, including the payment of any Loan Repurchase Price for a Mortgage Loan in such Mortgage Loan Group received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment a Distribution Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 5.07 and 8.02 hereof. All funds withdrawn from the Payment a Distribution Account pursuant to Section Sections 5.07 and 8.02 hereof for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections 3.03 3.03, 5.07 and 8.02 hereof. (b) [Reserved] (c) [Reserved]The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, an Eligible Account that shall be the "Cross-collateralization Reserve Account" for such Class. The Indenture Trustee shall deposit and withdraw funds in the Cross-collateralization Reserve Account in accordance with the provisions of Sections 8.01(a) and 8.02 hereof. (d) The Indenture Trustee shall establish and maintain the Interest Reserve Account which shall be titled "Interest Reserve Account, The Chase Manhattan Bank, as Indenture Trustee for the registered holders of ABFS Mortgage Loan Trust 2001-3, Mortgage Backed Notes, Series 2001-3" which account shall be an Eligible Account. Upon receipt of the proceeds of the sale of the Notes, on the Closing Date, the Indenture Trustee shall, upon the Unaffiliated Seller's direction, from the proceeds of the sale of the Notes, deposit, on behalf of the Noteholders in the Interest Reserve Account, an amount equal to $800,000.00. Amounts on deposit in the Interest Reserve Account shall be invested by the Indenture Trustee, at the written direction of the Servicer in Permitted Investments. In the event that the Servicer fails to provide written investment instructions, the Indenture Trustee shall invest such funds pursuant to clause (e) of the definition of Permitted Investments. Any such Permitted Investment shall mature no later than the Servicer Remittance Date. All income realized from any such Permitted Investment shall be for the benefit of the Servicer as additional servicing compensation. The amount of any losses incurred in respect of any such Permitted Investment shall be deposited in the Interest Reserve Account by the Servicer out if its own funds immediately as realized. (e) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Collection Account and the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Distribution Date. All In the event that the Servicer fails to provide written investment instructions, the Indenture Trustee shall invest such funds pursuant to clause (e) of the definition of Permitted Investments. So long as no Servicer Event of Default or Event of Default shall have occurred, all income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection each Account shall be for the benefit of the Servicer and on each Payment Distribution Date, any such amounts may be released from the Accounts such Account and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (ef) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Remittance Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Remittance Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Remittance Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Distribution Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, Notes shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.

Accounts; Investment; Collection of Moneys. (a) The Trust Issuing Entity hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Indenture Trustee shall promptly upon receipt, deposit in the Payment Account (i) and retain therein the Interest Remittance Amount and the Principal Remittance Amount remitted on each Servicer Remittance Date to the Indenture Trustee by the Servicer Remittance Amount received by it from the Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer on the Clean-up Call Date pursuant to Section 10.01, and (vii) all other amounts for the Mortgage Loan Pool received for deposit in the Payment Account, including the payment of any Loan Repurchase Price for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 hereof. Any Net Swap Payment received from the Swap Counterparties shall be allocated by the Indenture Trustee into two amounts relating to Group I and 8.02 hereofGroup II, pro rata based upon the principal balances of the Group I Mortgage Loans and the Group II Mortgage Loans, respectively, with respect to the related Payment Date, as set forth on Schedule 2 hereto. These two amounts are referred to herein as the “Group I Swap Payment” and the “Group II Swap Payment.” Similarly, any payment to be made to the Swap Counterparties pursuant to Section 8.01(b)(i) below shall be allocated between Group I and Group II pro rata, based on principal balances of the Group I Mortgage Loans and the Group II Mortgage Loans, respectively, with respect to the related Payment Date; provided that, if there are insufficient funds in either group to pay the Swap Counterparties pursuant to Section 8.01(b) below, then the remaining amount that would have been payable on such Payment Date shall be paid from amounts relating to the other group. The amount to be paid or received by the Issuing Entity that relates to Group I is referred to as the “Group I Swap Payment” and the amount to be paid or received by the Issuing Entity that relates to Group II is referred to as the “Group II Swap Payment.” Any Cap Payment received from the Cap Counterparty shall be allocated by the Indenture Trustee into two amounts relating to Group I and Group II, pro rata based upon the principal balances of the Group I Mortgage Loans and the Group II Mortgage Loans, respectively, with respect to the related Payment Date, as set forth on Schedule 3 hereto. These two amounts are referred to herein as the “Group I Cap Payment” and the “Group II Cap Payment.” Similarly, any payment to be made to the Cap Counterparty pursuant to Section 8.01(b)(i) below shall be allocated between Group I and Group II pro rata, based on the principal balances of the Group I Mortgage Loans and the Group II Mortgage Loans, respectively, with respect to the related Payment Date; provided that, if there are insufficient funds in either group to pay the Cap Counterparty pursuant to Section 8.01(b) below, then the remaining amount that would have been payable on such Payment Date shall be paid from amounts relating to the other group. The amount to be paid or received by the Issuing Entity that relates to Group I is referred to as the “Group I Cap Payment” and the amount to be paid or received by the Issuing Entity that relates to Group II is referred to as the “Group II Cap Payment.” (b) [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account shall be for the benefit of the Servicer and on On each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shallwill apply the Available Funds to pay the Custodian Fees, unless the Servicer shall have made provisions satisfactory to Owner Trustee Fees and the Indenture Trustee Fees for delivery such Payment Date and pay any Prepayment Charges received to the Indenture Trustee Class C Certificateholder. On each Payment Date, funds will be applied in the following order of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurerpriority: (i) From remaining Available Funds, to the Servicer of its failure Hedge Counterparties all Net Swap Payments and Cap Amounts plus any termination payments due to remit such Servicer Remittance a Hedge Counterparty other than Defaulted Hedge Termination Payments paid from the Available Funds, (ii) Concurrently, (x) from the Distributable Interest Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered related to the ServicerGroup I Mortgage Loans, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the ServicerClass A-1A Notes, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01Accrued Note Interest, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer unpaid Accrued Note Interest from prior Payment Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.Dates; and

Accounts; Investment; Collection of Moneys. (a) The Trust Issuer hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Indenture Trustee shall promptly deposit in the Payment Account Account: (i) the Servicer Remittance Amount for each Group received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, ; (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, 8.01(c); (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer Depositor on the Clean-up Call Date pursuant to Section 10.01; (v) any amounts received from the Swap Provider under the Swap Agreement, including the Net Swap Payment and any Swap Termination Payment; and (viivi) all other amounts for the Mortgage Loan Pool received for deposit in the Payment AccountAccount from the Servicer, including and the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 hereof. Any Net Swap Payment received from the Swap Provider shall be allocated by the Indenture Trustee into two amounts relating to Group I and 8.02 hereofGroup II, pro rata based on the aggregate scheduled Principal Balance of the Mortgage Loans in the related group with respect to the related Payment Date. These two amounts are referred to herein as the “Group I Swap Payment” and the “Group II Swap Payment.” Similarly, any payment to be made to the Swap Provider pursuant to Section 8.01(b)(i) below shall be allocated between Group I and Group II pro rata based on the aggregate scheduled Principal Balance of the Mortgage Loans in the related group with respect to the related Payment Date; provided that, if there are insufficient funds in either group to pay the Swap Provider pursuant to Section 8.01(b) below, then the remaining amount that would have been distributable on such Payment Date shall be paid from amounts relating to the other group. The amount to be paid or received by the Issuer that relates to Group I is referred to as the “Group I Swap Payment” and the amount to be paid or received by the Issuer that relates to Group II is referred to as the “Group II Swap Payment.” (b) [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account shall be for the benefit of the Servicer and on On each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice make the payment to the ServicerSwap Provider set forth in clause (i)(x) below, the Trust and the Note Insurer by the close of business on the third Business Day prior but only to the related extent that there are sufficient funds on deposit in the Payment Account to make such payment after making each of the payments described below to be made on such Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreementare senior to such payment. ThereuponOn each Payment Date, the Indenture Trustee shall take withdraw from the Payment Account such actions as are required of amounts on deposit therein relating to the Indenture Trustee under Article VII of Fees and the Sale Indenture Trustee’s expenses and Servicing Agreement. In additionother amounts then due to it, if a default occurs in including any other performance required under the Sale and Servicing Agreement, payments with respect to reimbursement or indemnification due to the Indenture Trustee may(subject to Section 6.16) and shall pay such amounts to itself. On each Payment Date, unless the Notes have been declared due and upon payable pursuant to Section 5.02 hereof and moneys collected by the request of the Note Insurer or, Indenture Trustee are being applied in accordance with the consent of the Note InsurerSection 5.07 hereof, the Holders Interest Remittance Amount on deposit in the Payment Account on any Payment Date or Redemption Date shall be withdrawn from the Payment Account, in the amounts required (based on the Indenture Trustee’s Remittance Report prepared by the Indenture Trustee on or before such Payment Date in reliance on the related Servicer Remittance Report), for application on such Payment Date in respect of payments for the each Class of Notes representing more than 50% as follows. Subject to the preceding, on each Payment Date, funds will be applied in the following order of priority: (i) From Available Funds, to the Note Swap Provider the sum of (x) all Net Swap Payments, paid from the Available Funds related to each Group pro rata based on the aggregate scheduled Principal Balance of the Outstanding NotesMortgage Loans in the related Group and (y) any Swap Termination Payments other than a Defaulted Swap Termination Payment, shallpaid from the Available Funds related to each group pro rata based on the aggregate scheduled Principal Balance of the Mortgage Loans in the related Group. To the extent that any swap payments owed to the Swap Provider remain unpaid, take such action as may amounts owed under (x) or (y) above will be appropriate to enforce paid from the other group’s Available Funds (such payment or performance including to be made on the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter Payment Date, as provided in Article V hereof.set forth above); (ii) Concurrently,

Accounts; Investment; Collection of Moneys. (a) The Trust Issuing Entity hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Indenture Trustee shall promptly deposit in the Payment Account Account: (i) the Servicer Remittance Amount received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, ; (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, 8.01(c); (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer Depositor on the Clean-up Call Date pursuant to Section 10.01; (v) any amounts received from the Swap Provider under the Swap Agreement, including the Net Swap Payment, any amounts received from the Cap Provider under the Cap Agreement, including the Cap Payment and any Swap Termination Payment or Cap Termination Payment; and (viivi) all other amounts for the Mortgage Loan Pool received for deposit in the Payment AccountAccount from the Servicer, including and the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 and 8.02 hereof. Any Net Swap Payment received from the Swap Provider is referred to herein as the “Swap Payment.” (b) [Reserved]On each Payment Date, the Indenture Trustee shall make the payment to the Swap Provider set forth in clause (i)(x) below, but only to the extent that there are sufficient funds on deposit in the Payment Account to make such payment after making each of the payments described below to be made on such Payment Date that are senior to such payment. On each Payment Date, the Indenture Trustee shall withdraw from the Payment Account such amounts on deposit therein relating to the Indenture Trustee Fee, the Indenture Trustee’s expenses and other amounts then due to it, including any payments with respect to reimbursement or indemnification due to the Indenture Trustee (subject to Section 6.16) and shall pay such amounts to itself. On each Payment Date, unless the Notes have been declared due and payable pursuant to Section 5.02 hereof and moneys collected by the Indenture Trustee are being applied in accordance with Section 5.07 hereof, the Interest Remittance Amount on deposit in the Payment Account on any Payment Date or Redemption Date shall be withdrawn from the Payment Account, in the amounts required (based on the Indenture Trustee’s Remittance Report prepared by the Indenture Trustee on or before such Payment Date in reliance on the related Servicer Remittance Report), for application on such Payment Date in respect of payments for the each Class of Notes as follows. Subject to the preceding, on each Payment Date, funds will be applied in the following order of priority: (i) From Available Funds, to the Swap Provider the sum of (x) all Net Swap Payments and (y) any Swap Termination Payments other than a Defaulted Swap Termination Payment; (ii) from the Distributable Interest Amount concurrently to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, their Accrued Note Interest allocated based on their entitlement to those amounts; (iii) from any remaining Distributable Interest Amount, to the Class M Notes, sequentially, in ascending numerical order, their Accrued Note Interest. (c) The Principal Distribution Amount will be paid from the amount on deposit in the Payment Account (after making the payments set forth in paragraph (b) above) on each Payment Date as follows: A. On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, the Principal Distribution Amount will be applied in the following order of priority: (i) to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, sequentially, in that order, until their respective Class Note Balances have been reduced to zero, and (ii) to the Class M Notes, sequentially, in ascending numerical order, until their respective Adjusted Class Note Balances have been reduced to zero. B. On each Payment Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, the Principal Distribution Amount will be applied in the following order of priority: (i) to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, sequentially, in that order, the lesser of the Principal Distribution Amount and the Class A Principal Distribution Amount, until their respective Class Note Balances have been reduced to zero, (ii) to the Class ▇-▇, ▇-▇ ▇▇▇ ▇-▇ Notes, sequentially, in that order, the lesser of the remaining Principal Distribution Amount and the Class M-3 Principal Distribution Amount, until their respective Adjusted Class Note Balances have been reduced to zero, (iii) to the Class M-4 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-4 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (iv) to the Class M-5 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-5 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (v) to the Class M-6 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-6 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (vi) to the Class M-7 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-7 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (vii) to the Class M-8 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-8 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, and (viii) to the Class M-9 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-9 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero. However, on any Payment Date on which the Overcollateralization Amount has been reduced to zero, and the aggregate outstanding Adjusted Class Note Balance of the Class M Notes has been reduced to zero, then any payments of principal to be made on the Class A Notes shall be made to such holders on a pro rata basis, rather than sequentially as described above. Notwithstanding the foregoing, on any payment date on which the Class Note Balances of the Class A Notes have been reduced to zero, on such payment date principal distributions to the Class M Notes should be allocated in accordance with the priorities set forth above with respect to payments on or after the Step-Down Date. (d) For any Payment Date, any Net Monthly Excess Cashflow shall be paid as follows: (i) concurrently, any Available Funds Cap Carry Forward Amount to each class of Class A Notes, pro rata by the respective Available Funds Cap Carry Forward Amount due to such classes of Notes, (ii) sequentially, to the Class M Notes in ascending numerical order, any Available Funds Cap Carry Forward Amount for such classes, (iii) to the Class M Notes, sequentially and in ascending numerical order, any Principal Deficiency Amount allocated for each such class, (iv) to the Class M Notes, sequentially in ascending numerical order, any Deferred Interest in respect of any Principal Deficiency Amount allocated to such classes, (v) to pay to the indenture trustee and the owner trustee, any amounts due to them, in the case of the Indenture Trustee to the extent not previously paid or reimbursed under this Section 8.01 by reason of Section 6.16 hereof and in the case of the Owner Trustee to the extent not previously paid or reimbursed under this Section 8.01 pursuant to Article IX of the Trust Agreement, (vi) if applicable, for application to the purchase of a replacement swap provider, (vii) to the trust certificates, any remaining amounts, and (viii) to pay any Defaulted Swap Termination Payment to the Swap Provider. Provided, however, that in the event that the “net interest margin” securities (if any) for which the trust certificates serve as collateral are not outstanding, then the priorities in clauses (vi) and (vii) above are reversed. (e) The aggregate, cumulative amount of principal payments made to the holders of any Class of Notes shall not exceed the Original Note Principal Balance of the related Class. (f) [Reserved.] (dg) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date; provided, however, that the Indenture Trustee shall have no obligation to invest funds deposited into the Accounts later than 12:15 p.m. (Pacific Time) on the day of receipt. Absent written direction, all such amounts shall be held uninvested. All income or other gains, if any, from investment of moneys deposited in the Payment Collection Account and Collection the Payment Account shall be for the benefit of the Servicer Servicer, and on or after each Payment Date, any such amounts may be released from the such Accounts and paid to the Servicer Servicer, as part of its compensation for acting as Servicerhereunder. Any loss resulting from such investment of moneys deposited in an the Collection Account or the Payment Account, respectively, shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its request from time to time such party’s complete name, address, tax identification number and such other identifying information together with copies of such party’s constituting documentation, securities disclosure documentation or such other identifying documentation as may be available for such party. (eh) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Remittance Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, notice to the Servicer of its the Servicer’s failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business DayDay (along with interest at the Prime Rate as set forth in the Wall Street Journal, accruing from the Servicer Remittance Date to the date such Servicer Remittance Amount was actually received, and payable to the Indenture Trustee) such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Remittance Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Remittance Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust Servicer and the Note Insurer Issuing Entity by the close of business on the third Business Day immediately prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Class Note Principal Balance of the Outstanding Notes, Notes shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof. (i) In the event that the Swap Provider or the Cap Provider elects to post collateral as provided in the related Hedge Agreement, the Indenture Trustee shall establish and maintain a non-interest bearing separate trust account which shall be an Eligible Account with respect to the related Hedge Agreement (each a “Hedge Collateral Account”) for the benefit of the Swap Provider or Cap Provider, as applicable, and the Noteholders, as their interests may appear, into which such collateral shall be deposited. The Indenture Trustee may or shall (as indicated) make withdrawals from the Hedge Collateral Account for the purposes of (i) entering into a substitute swap agreement or cap agreement, (ii) funding the amount of any payment due to be made by the Swap Provider or Cap Provider under the related Hedge Agreement, as applicable, following the failure by the Swap Provider or Cap Provider to make that payment or (iii) as required pursuant to the Swap Agreement, the Cap Agreement or this Indenture. The Indenture Trustee shall make withdrawals from the Hedge Collateral Account and transfer the collateral (i) as required of the Indenture Trustee pursuant to the related Hedge Agreement, as applicable, or (ii) if the circumstances which required the posting of collateral no longer exist; and the Indenture Trustee is permitted to liquidate any investments held in the Hedge Collateral Account for any such purpose. In the event that additional collateral is required to be posted by the Swap Provider or the Cap Provider under the related Hedge Agreement, the Indenture Trustee shall promptly make a demand on the Swap Provider or Cap Provider, as applicable, to post such additional collateral. To the extent cash makes up all or any portion of the collateral in the Hedge Collateral Account, such cash shall be invested in Permitted Investments as directed in writi

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for the Class A Notes, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Distribution Account". The Indenture Trustee shall promptly deposit in the Payment Distribution Account (i) the Servicer Remittance Amount received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement or the Unaffiliated Seller's Agreement, (iii) any amount required to be deposited in the Payment Distribution Account pursuant to this Section 8.01, (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer on the Clean-up Call Date pursuant to Section 10.01, 10.01 and (vii) all other amounts for the Mortgage Loan Pool received for deposit in the Payment Distribution Account, including the payment of any Loan Repurchase Price for a Mortgage Loan in the Mortgage Loan Group received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Distribution Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 5.07 and 8.02 hereof. All funds withdrawn from the Payment Distribution Account pursuant to Section Sections 5.07 and 8.02 hereof for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections 3.03 3.03, 5.07 and 8.02 hereof. (b) [Reserved]. (c) [Reserved]. (d) The Indenture Trustee shall establish and maintain the Interest Reserve Account which shall be titled "Interest Reserve Account, JPMorgan Chase Bank, as Indenture Trustee for the registered holders of ABFS Mortgage Loan Trust 2001-4, Mortgage Backed Notes, Series 2001-4" which account shall be an Eligible Account. Upon receipt of the proceeds of the sale of the Notes, on the Closing Date, the Indenture Trustee shall, upon the Unaffiliated Seller's direction, from the proceeds of the sale of the Notes, deposit, on behalf of the Noteholders in the Interest Reserve Account, an amount equal to $800,000. Amounts on deposit in the Interest Reserve Account shall be invested by the Indenture Trustee, at the written direction of the Servicer in Permitted Investments. In the event that the Servicer fails to provide written investment instructions, the Indenture Trustee shall invest such funds pursuant to clause (e) of the definition of Permitted Investments. Any such Permitted Investment shall mature no later than the Servicer Remittance Date. All income realized from any such Permitted Investment shall be for the benefit of the Servicer as additional servicing compensation. The amount of any losses incurred in respect of any such Permitted Investment shall be deposited in the Interest Reserve Account by the Servicer out if its own funds immediately as realized. (e) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Collection Account and the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Distribution Date. All In the event that the Servicer fails to provide written investment instructions, the Indenture Trustee shall invest such funds pursuant to clause (e) of the definition of Permitted Investments. So long as no Servicer Event of Default or Event of Default shall have occurred, all income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection each Account shall be for the benefit of the Servicer and on each Payment Distribution Date, any such amounts may be released from the Accounts such Account and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (ef) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Remittance Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Remittance Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Remittance Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Distribution Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, Notes shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Account". The Indenture Trustee shall promptly deposit in the Payment Account (i) the Servicer Remittance Amount received by it from the Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount required to be deposited in the such Payment Account pursuant to this Section 8.01, (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, hereof and (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer on the Clean-up Call Date pursuant to Section 10.01, and (vii) all other amounts for the Mortgage Loan Pool received for deposit in the Payment Account, including the payment of any Loan Repurchase Price for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 hereof. All funds withdrawn from the Payment Account pursuant to Section 8.02 hereof for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections 3.03 and 8.02 hereof. (b) [Reserved]. (c) [Reserved] (d) So long as no Default or Default, Event of Default or Amortization Event shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Collection Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account Accounts shall be for the benefit of the Servicer and on each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (ed) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note InsurerInitial Purchaser, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer Initial Purchaser by the close of business on the third Business Day prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer Initial Purchaser or, with the consent of the Note InsurerInitial Purchaser, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, Notes shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Default, Event of Default or Amortization Event under this Indenture and to proceed thereafter as provided in Article V hereof.

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Account". The Indenture Trustee shall promptly deposit in the Payment Account (i) the Servicer Remittance Amount received by it from the Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer on the Clean-up Call Date pursuant to Section 10.01, and (vii) all other amounts for the Mortgage Loan Pool received for deposit in the Payment Account, including the payment of any Loan Repurchase Price for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 hereof. All funds withdrawn from the Payment Account pursuant to Section 8.02 hereof for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections 3.03 and 8.02 hereof. (b) [Reserved]The Trust hereby directs the Indenture Trustee to establish, at its Corporate Trust Office, an Eligible Account which shall be the "Pre-Funding Account." On the Closing Date, the Indenture Trustee shall deposit the Original Pre-Funded Amount in the Pre-Funding Account from the proceeds of the sale of the Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on any Subsequent Transfer Date, the Unaffiliated Seller shall instruct in writing the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans sold to the Trust and pledged to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, on such Subsequent Transfer Date and pay such amount to or upon the order of the Unaffiliated Seller upon satisfaction of the conditions set forth in Section 2.14 hereof with respect to such transfer; the Indenture Trustee may conclusively rely on such written instructions from the Unaffiliated Seller; (ii) if the Pre-Funding Amount (exclusive of Pre-Funding Earnings) has been reduced to $100,000 or less by the July 2000 or August 2000 Payment Date, then, on such Payment Date, after giving effect to any reductions in the Pre-Funding Account on such date, the Indenture Trustee shall withdraw, from the Pre-Funding Account on such date and deposit in the Payment Account, the amount on deposit in the Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the Noteholders as a prepayment of principal on such Payment Date; (iii) if any amounts remain on deposit in the Pre-Funding Account at the close of business on August 30, 2000, the Indenture Trustee shall withdraw, from the Pre-Funding Account on the following Payment Date and deposit in the Payment Account, the amount on deposit in the Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the Noteholders as a prepayment of principal on such Payment Date; and (iv) on the July 2000, August 2000 and September 2000 Payment Dates, the Indenture Trustee shall transfer from the Pre-Funding Account to the Payment Account, the Pre-Funding Earnings, if any, applicable to such Payment Date. (c) [Reserved]The Trust hereby directs the Indenture Trustee to establish, at its Corporate Trust Office, an Eligible Account which shall be the "Capitalized Interest Account." On the Closing Date, the Indenture Trustee shall deposit the Original Capitalized Interest Amount in the Capitalized Interest Account from the proceeds of the sale of the Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on the July 2000, August 2000 and September 2000 Payment Dates, the Indenture Trustee shall transfer from the Capitalized Interest Account to the Payment Account, the applicable Capitalized Interest Requirement, if any, for such Payment Date; and (ii) on the Payment Date immediately following, or on which, the amount on deposit in the Pre-Funding Account is reduced to zero, any amounts remaining in the Capitalized Interest Account, after taking into account the transfers in respect of the Payment Date described in clause (i) above, shall be paid to the Unaffiliated Seller. (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Collection Account and the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account shall be for the benefit of the Servicer and on each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, Notes of both of the Classes shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Account". The Indenture Trustee shall promptly deposit in the Payment Account (i) the Servicer Remittance Amount received by it from the Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount required to be deposited in the such Payment Account pursuant to this Section 8.01, (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer on the Clean-up Call Date pursuant to Section 10.01, and (vii) all other amounts for the Mortgage Loan Pool received for deposit in the Payment Account, including the payment of any Loan Repurchase Price for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections Section 8.02 hereof. All funds withdrawn from the Payment Account pursuant to Section 8.02 hereof for the purpose of making payments to the Holders Holder of Notes the Note shall be applied in accordance with Sections 3.03 and 8.02 hereof. (b) [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. . (c) All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account Accounts shall be for the benefit of the Servicer and on each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. . (d) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. . (f) If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, Liquidity Provider, and the Back-up Servicer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. . (g) Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Servicer, Liquidity Provider, the Back-up Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer Controlling Party or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, Controlling Party shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. The Indenture Trustee shall promptly notify the Liquidity Agent of such action taken by it. Any such action shall be without prejudice to any right to claim a Default or or, Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.

Accounts; Investment; Collection of Moneys. (a) The Trust Issuing Entity hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Indenture Trustee shall promptly deposit in the Payment Account Account: (i) the Servicer Remittance Amount received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, ; (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, 8.01(c); (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer Depositor on the Clean-up Call Date pursuant to Section 10.01; (v) any amounts received from the Swap Provider under the Swap Agreement, including the Net Swap Payment and any Swap Termination Payment; and (viivi) all other amounts for the Mortgage Loan Pool received for deposit in the Payment AccountAccount from the Servicer, including and the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 and 8.02 hereof. Any Net Swap Payment received from the Swap Provider is referred to herein as the “Swap Payment.” (b) [Reserved]On each Payment Date, the Indenture Trustee shall make the payment to the Swap Provider set forth in clause (i)(x) below, but only to the extent that there are sufficient funds on deposit in the Payment Account to make such payment after making each of the payments described below to be made on such Payment Date that are senior to such payment. On each Payment Date, the Indenture Trustee shall withdraw from the Payment Account such amounts on deposit therein relating to the Indenture Trustee Fee, the Indenture Trustee’s expenses and other amounts then due to it, including any payments with respect to reimbursement or indemnification due to the Indenture Trustee (subject to Section 6.16) and shall pay such amounts to itself. On each Payment Date, unless the Notes have been declared due and payable pursuant to Section 5.02 hereof and moneys collected by the Indenture Trustee are being applied in accordance with Section 5.07 hereof, the Interest Remittance Amount on deposit in the Payment Account on any Payment Date or Redemption Date shall be withdrawn from the Payment Account, in the amounts required (based on the Indenture Trustee’s Remittance Report prepared by the Indenture Trustee on or before such Payment Date in reliance on the related Servicer Remittance Report), for application on such Payment Date in respect of payments for the each Class of Notes as follows. Subject to the preceding, on each Payment Date, funds will be applied in the following order of priority: (i) From Available Funds, to the Swap Provider the sum of (x) all Net Swap Payments, paid from the Available Funds and (y) any Swap Termination Payments other than a Defaulted Swap Termination Payment, paid from the Available Funds; (ii) from the Distributable Interest Amount concurrently to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, their Accrued Note Interest and any unpaid Accrued Note Interest from prior Payment Dates allocated based on their entitlement to those amounts; (iii) from any remaining Distributable Interest Amount, to the Class M Notes, sequentially, in ascending numerical order, their Accrued Note Interest. (c) The Principal Distribution Amount will be paid from the amount on deposit in the Payment Account (after making the payments set forth in paragraph (b) above) on each Payment Date as follows: A. On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, the Principal Distribution Amount will be applied in the following order of priority: (i) to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, sequentially, in that order, until their respective Class Note Balances have been reduced to zero; and (ii) to the Class M Notes, sequentially, in ascending numerical order, until their respective Adjusted Class Note Balances have been reduced to zero. B. On each Payment Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, the Principal Distribution Amount will be applied in the following order of priority: (i) to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, sequentially, in that order, the lesser of the Principal Distribution Amount and the Class A Principal Distribution Amount until their respective Class Note Balances have been reduced to zero; (ii) to the Class M-1 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-1 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (iii) to the Class M-2 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-2 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (iv) to the Class M-3 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-3 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (v) to the Class M-4 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-4 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (vi) to the Class M-5 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-5 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (vii) to the Class M-6 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-6 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (viii) to the Class M-7 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-7 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (ix) to the Class M-8 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-8 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, and (x) to the Class M-9 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-9 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero. However, on any Payment Date on which the Overcollateralization Amount has been reduced to zero, and the aggregate outstanding Principal Balance of the Class M Notes has been reduced to zero, then any payments of principal to be made on the Class A Notes shall be made to such holders on a pro rata basis, rather than sequentially as described above. Notwithstanding the foregoing, on any payment date on which the Class Note Balances of the Class A Notes have been reduced to zero, on such payment date principal distributions to the Class M Notes should be allocated in accordance with the priorities set forth above with respect to payments on or after the Step-Down Date. (d) For any Payment Date, any Net Monthly Excess Cashflow shall be paid as follows: (i) to the Class M Notes, sequentially and in ascending numerical order, any Principal Deficiency Amount allocated for each such class, (ii) to the Class M Notes, sequentially and in ascending numerical order, their Unpaid Interest Shortfall Amount, (iii) concurrently, any Basis Risk Carry Forward Amount to each class of Class A Notes, pro rata by the respective Basis Risk Carry Forward Amount due to such classes of Notes, together with any Net Prepayment Interest Shortfalls and any shortfalls resulting from the application of the Relief Act allocated to such classes of note pursuant to the definition of “Accrued Note Interest,” (iv) sequentially, to the Class M Notes in Ascending Numerical Order, any Basis Risk Carry Forward Amount for such classes, together with any Net Prepayment Interest Shortfalls and any shortfalls resulting from the application of the Relief Act allocated to such classes of note pursuant to the definition of “Accrued Note Interest,” (v) to the Class M Notes, sequentially in ascending numerical order, any Deferred Interest in respect of any Principal Deficiency Amount allocated to such classes, (vi) to pay to the indenture trustee and the owner trustee, any amounts due to them, in the case of the indenture trustee to the extent not previously paid or reimbursed under this Section 8.01 by reason of Section 6.16 hereof and in the case of the owner trustee to the extent not previously paid or reimbursed under this Section 8.01 pursuant to Article IX of the Trust Agreement, (vii) to pay any Defaulted Swap Termination Payment to the Swap Provider, (viii) if applicable, for application to the purchase of a replacement Swap Agreement, and (ix) to the trust certificates, any remaining amounts. (e) The aggregate, cumulative amount of principal payments made to the holders of any Class of Notes shall not exceed the Original Note Principal Balance of the related Class. (f) [Reserved.] (dg) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date; provided, however, that the Indenture Trustee shall have no obligation to invest funds deposited into the Accounts later than 12:15 p.m. (Pacific Time) on the day of receipt. Absent written direction, all such amounts shall be held uninvested. All income or other gains, if any, from investment of moneys deposited in the Payment Collection Account and Collection the Payment Account shall be for the benefit of the Servicer Servicer, and on or after each Payment Date, any such amounts may be released from the such Accounts and paid to the Servicer Servicer, as part of its compensation for acting as Servicerhereunder. Any loss resulting from such investment of moneys deposited in an the Collection Account or the Payment Account, respectively, shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its request from time to time such party’s complete name, address, tax identification number and such other identifying information together with copies of such party’s constituting documentation, securities disclosure documentation or such other identifying documentation as may be available for such party. (eh) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Remittance Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, notice to the Servicer of its the Servicer’s failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business DayDay (along with interest at the Prime Rate as set forth in the Wall Street Journal, accruing from the Servicer Remittance Date to the date such Servicer Remittance Amount was actually received, and payable to the Indenture Trustee) such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Remittance Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Remittance Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust Servicer and the Note Insurer Issuing Entity by the close of business on the third Business Day immediately prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Class Note Principal Balance of the Outstanding Notes, Notes shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof. (i) In the event that the Swap Provider elects to post collateral as provided in the Swap Agreement, the Indenture Trustee shall establish and maintain a non-interest bearing separate trust account which shall be an Eligible Account with respect to the Swap Agreement (the “Swap Collateral Account”) for the benefit of the Swap Provider and the Noteholders, as their interests may appear, into which such collateral shall be deposited. The Indenture Trustee may or shall (as indicated) make withdrawals from the Swap Collateral Account for the purposes of (i) entering into a substitute swap agreement, (ii) funding the amount of any payment due to be made by the Swap Provider under the related Swap Agreement following the failure by the Swap Provider to make that payment or (iii) as required pursuant to the Swap Agreement or this Indenture. The Indenture Trustee shall make withdrawals from the Swap Collateral Account and transfer the collateral (i) as required of the Indenture Trustee pursuant to the Swap Agreement or (ii) if the circumstances which required the posting of collateral no longer exist; and the Indenture Trustee is permitted to liquidate any investments held in the Swap Collateral Account for any such purpose. In the event that ad

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each Class of Notes, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Distribution Account"" for such Class. The Indenture Trustee shall promptly deposit in the Payment related Distribution Account (i) the Servicer Remittance Amount for the related Pool received by it from the Servicer on the Servicer Payment Distribution Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Pool to be made by the Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Pool required to be deposited in the Payment such Distribution Account pursuant to this Section 8.01, (iv) all amounts for such Pool received pursuant to Section 8.03 hereof, (v) any amount for such Pool required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or on each Distribution Date, in accordance with the Servicer on Remittance Report, the CleanShortfall Amount for the related Class, until paid in full, first, from the Distribution Account relating to the other Class of Notes, to the extent of the Net Monthly Excess Cashflow from the other Pool of Mortgage Loans remaining after payment of any Net Mortgage Loan Interest Shortfalls for such other Pool, second, from the Cross-up Call Date pursuant collateralization Reserve Account relating to Section 10.01this Class of Notes, and third, from the Cross-collateralization Reserve Account relating to the other Class of Notes, and (vii) all other amounts for the Mortgage Loan such Pool received for deposit in the Payment such Distribution Account, including the payment of any Loan Repurchase Price for a Mortgage Loan in such Pool received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment a Distribution Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 hereof. All funds withdrawn from the Payment a Distribution Account pursuant to Section 8.02 hereof for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections 3.03 and 8.02 hereof. (b) [Reserved]The Trust hereby directs the Indenture Trustee to establish for each Class of Notes, at its Corporate Trust Office, an Eligible Account which shall be the "Pre-Funding Account" for such Class of Notes. On the Closing Date, the Indenture Trustee shall deposit the Original Pre-Funded Amount for each Class of Notes in the related Pre-Funding Account from the proceeds of the sale of the related Class of Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on any Subsequent Transfer Date, the Depositor shall instruct in writing the Indenture Trustee to withdraw from the related Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans sold to the Trust in respect of the related Pool and pledged to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.14 hereof with respect to such transfer; the Indenture Trustee may conclusively rely on such written instructions from the Depositor; (ii) if the Pre-Funding Amount for a Class of Notes (exclusive of Pre-Funding Earnings for such Class) has been reduced to $100,000 or less by the _________ Distribution Date, then, on such Distribution Date, after giving effect to any reductions in the related Pre-Funding Account on such date, the Indenture Trustee shall withdraw, from the related Pre-Funding Account on such date and deposit in the Distribution Account relating to such Class, the amount on deposit in such Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the related Noteholders as a prepayment of principal on such Distribution Date; (iii) if any amounts remain on deposit in either Pre-Funding Account at the close of business on ________, the Indenture Trustee shall withdraw, from such Pre-Funding Account on the following Distribution Date and deposit in the Distribution Account relating to the related Class, the amount on deposit in such Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the related Noteholders as a prepayment of principal on such Distribution Date; and (iv) on the _________ and _________ Distribution Dates, the Indenture Trustee shall transfer from each Pre-Funding Account to the related Distribution Account, the Pre-Funding Earnings, if any, applicable to such Distribution Date. (c) [Reserved]The Trust hereby directs the Indenture Trustee to establish for each Class of Notes, at its Corporate Trust Office, an Eligible Account which shall be the "Capitalized Interest Account" for such Class of Notes. On the Closing Date, the Indenture Trustee shall deposit the Original Capitalized Interest Amount for each Class of Notes in the related Capitalized Interest Account from the proceeds of the sale of the related Class of Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on the ________ and the _________ Distribution Dates, the Indenture Trustee shall transfer from each Capitalized Interest Account to the related Distribution Account, the applicable Capitalized Interest Requirement, if any, for such Class and such Distribution Date; and (ii) on the Distribution Date immediately following, or on which, the amount on deposit in the related Pre-Funding Account is reduced to zero, any amounts remaining in either Capitalized Interest Account, after taking into account the transfers in respect of the Distribution Date described in clause (i) above, shall be paid to the Depositor. (d) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each Class of Notes, at its Corporate Trust Office, an Eligible Account that shall be the "Cross-collateralization Reserve Account" for such Class. The Indenture Trustee shall deposit and withdraw funds in each Cross-collateralization Reserve Account in accordance with the provisions of Sections 8.01(a) and 8.02(a) hereof. (e) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Distribution Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account Distribution and Collection Account Accounts shall be for the benefit of the Servicer and on each Payment Distribution Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.related

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Indenture Trustee shall promptly deposit in the Payment Account Account: (i) the Servicer Remittance Amount for each Group received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, ; (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, 8.01(c); (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer Seller on the Clean-up Call Date pursuant to Section 10.01; (v) any amounts received from the Swap Provider under the Swap Agreement, including the Net Swap Payment and any Swap Termination Payment; and (viivi) all other amounts for the Mortgage Loan Pool received for deposit in the Payment Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 hereof. Any Net Swap Payment received from the Swap Provider shall be allocated by the Indenture Trustee into two amounts relating to Group I and 8.02 hereofGroup II, pro rata based on the aggregate scheduled Principal Balance of the Mortgage Loans in the related group with respect to the related Payment Date. These two amounts are referred to herein as the “Group I Swap Payment” and the “Group II Swap Payment.” Similarly, any payment to be made to the Swap Provider pursuant to Section 8.01(b)(i) below shall be allocated between Group I and Group II pro rata based on the aggregate scheduled Principal Balance of the Mortgage Loans in the related group with respect to the related Payment Date; provided that, if there are insufficient funds in either group to pay the Swap Provider pursuant to Section 8.01(b) below, then the remaining amount that would have been distributable on such Payment Date shall be paid from amounts relating to the other group. The amount to be paid or received by the Trust that relates to Group I is referred to as the “Group I Swap Payment” and the amount to be paid or received by the Trust that relates to Group II is referred to as the “Group II Swap Payment.” (b) [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than On the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited (as defined in the Payment Account and Collection Account shall be Swap Agreement for the benefit of the Servicer and on this purpose only) prior to each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice make the payment to the ServicerSwap Provider set forth in clause (i)(x) below, the Trust and the Note Insurer by the close of business on the third Business Day prior but only to the related extent that there are sufficient funds on deposit in the Payment Account to make such payment after making each of the payments described below to be made on such Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreementare senior to such payment. ThereuponOn each Payment Date, the Indenture Trustee shall take withdraw from the Payment Account such actions as are required of amounts on deposit therein relating to the Indenture Trustee under Article VII of Fees and the Sale Indenture Trustee’s expenses and Servicing Agreement. In additionother amounts then due to it, if a default occurs in including any other performance required under the Sale and Servicing Agreement, payments with respect to reimbursement or indemnification due to the Indenture Trustee may(subject to Section 6.16) and shall pay such amounts to itself. On each Payment Date, unless the Notes have been declared due and upon payable pursuant to Section 5.02 hereof and moneys collected by the request of the Note Insurer or, Indenture Trustee are being applied in accordance with the consent of the Note InsurerSection 5.07 hereof, the Holders Interest Remittance Amount on deposit in the Payment Account on any Payment Date or Redemption Date shall be withdrawn from the Payment Account, in the amounts required (based on the Indenture Trustee’s Remittance Report prepared by the Indenture Trustee on or before such Payment Date in reliance on the related Servicer Remittance Report), for application on such Payment Date in respect of payments for the each Class of Notes representing more than 50% as follows. Subject to the preceding, on each Payment Date, funds will be applied in the following order of priority: (i) From Available Funds, to the Note Swap Provider the sum of (x) all Net Swap Payments, paid from the Available Funds related to each Group pro rata based on the aggregate scheduled Principal Balance of the Outstanding NotesMortgage Loans in the related Group and (y) any Swap Termination Payments other than a Defaulted Swap Termination Payment, shallpaid from the Available Funds related to each group pro rata based on the aggregate scheduled Principal Balance of the Mortgage Loans in the related Group; provided, take however, that to the extent any payments (“Replacement Payments”) are received from a replacement Swap Provider by the Trust as a result of entering into replacement transaction(s) following a Collateralization Event or a Rating Agency Trigger Event, the Swap Provider that is being replaced shall have first priority as to such action as may Replacement Payments versus all other creditors of the Trust, and the Trust shall pay from the Replacement Payments received the lesser of (x) the Replacement Payments so received and (y) any termination payment owed to the Swap Provider (to the extent not already paid by the Trust) that is being replaced immediately upon receipt. To the extent that any swap payments owed to the Swap Provider remain unpaid, amounts owed under (x) or (y) above will be appropriate to enforce paid from the other group’s Available Funds (such payment or performance including to be made on the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice Business Day (as defined in the Swap Agreement for this purpose only) prior to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter the Payment Date, as provided in Article V hereof.set forth above); (ii) Concurrently,

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Payment Account shall relate to the two Groups of Notes. The Indenture Trustee shall promptly deposit in the Payment Account Account: (i) the Servicer Remittance Amount for each Group received by it from the Master Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, ; (ii) any other funds from any deposits for each Group to be made by the Master Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount for each Group required to be deposited in the Payment Account pursuant to this Section 8.01, 8.01(c); (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer Seller on the Clean-up Call Date pursuant to Section 10.01, and ; (viiv) all other amounts for the Mortgage Loan Pool each Group received for deposit in the Payment Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan in each Group received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 and 8.02 hereof. (b) [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account shall be for the benefit of the Servicer and on On each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice withdraw from the Payment Account such amounts on deposit therein relating to the ServicerIndenture Trustee Fees and the Indenture Trustee’s expenses and other amounts then due to it, including any payments with respect to reimbursement or indemnification due to the Indenture Trustee (subject to Section 6.16) and shall pay such amounts to itself. On each Payment Date, unless the Notes have been declared due and payable pursuant to Section 5.02 hereof and moneys collected by the Indenture Trustee are being applied in accordance with Section 5.07 hereof, the Trust Interest Remittance Amount on deposit in the Payment Account on any Payment Date or Redemption Date shall be withdrawn from the Payment Account, in the amounts required (based on the Indenture Trustee’s Remittance Report prepared by the Indenture Trustee on or before such Payment Date in reliance on the related Servicer Remittance Report), for application on such Payment Date in respect of payments for the each Class of Notes as follows. On each Payment Date, from the Group I Interest Remittance Amount then on deposit in the Payment Account will be applied in the following order of priority: (i) to pay Current Interest and Carryforward Interest pro rata to the Class 1A1, Class 1A2, Class 1A3, Class 1A4, Class 1A5 and Class 1A6 Notes; (ii) to pay Current Interest (not including Deferred Interest) and Carryforward Interest sequentially to the Class 1M1, Class 1M2, Class 1M3, Class 1M4 and the Note Insurer Class 1B Notes, in that order; (iii) to fund any required Group I Overcollateralization Increase Amount such amount to be included in the Group I Principal Payment Amount for such Payment Date; (iv) to fund any shortfalls in Current Interest (not including Deferred Interest) and in Carryforward Interest with respect to the Group II Notes on such Payment Date, in accordance with the priorities applicable to the Group II Notes, and then to fund any shortfall in the Group II Overcollateralization Increase Amount for such Payment Date; (v) to pay to the master servicer and the back-up servicer, any amounts due to them with respect to Group I; (vi) to pay to the indenture trustee and the owner trustee, any amounts due to them with respect to Group I, in the case of the indenture trustee to the extent not previously paid or reimbursed under this Section 8.01 by reason of Section 6.16 hereof and in the close case of business the owner trustee to the extent not previously paid or reimbursed under this Section 8.01 pursuant to Article IX of the Trust Agreement; (vii) to pay to the Class 1A5 Notes, any Net WAC Carryforward Amount; (viii) to pay sequentially to the Class 1M1, Class 1M2, Class 1M3, Class 1M4 and Class 1B Notes any related Net WAC Carryforward Amount, in that order; (ix) to pay sequentially to the Class 1M1, Class 1M2, Class 1M3, Class 1M4 and Class 1B Notes, any related Deferred Interest, in that order; (x) to pay sequentially to the Class 1M1, Class 1M2, Class 1M3, Class 1M4 and Class 1B Notes, any related Principal Deficiency Amounts, in that order; and (xi) to the trust certificates, any remaining amounts. (c) The Principal Payment Amount for Group I will be paid from the amount on deposit in the third Business Day Payment Account on each Payment Date as follows: A. On each Payment Date (a) prior to the related Payment Group I Stepdown Date indicating that or (b) with respect to which a Servicer Group I Trigger Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereuponin effect, the Indenture Trustee shall take such actions as are required Group I Principal Payment Amount will be applied in the following order of priority; (i) to the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing AgreementClass 1A6 Notes, the Indenture Trustee mayClass 1A6 Lockout Distribution Amount, and upon until the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Class Principal Balance of such class has been reduced to zero; (ii) to the Outstanding Class 1Al, 1A2, 1A3, 1A4, 1A5 and 1A6 Notes sequentially, in that order, until the Class Principal Amount of each such class has been reduced to zero; (iii) to the Class 1M1 Notes, shalluntil the Class Principal Amount of such class has been reduced to zero; (iv) to the Class 1M2 Notes, take until the Class Principal Amount of such action as may be appropriate class has been reduced to enforce zero; (v) to the Class 1M3 Notes, until the Class Principal Amount of such payment class has been reduced to zero; (vi) to the Class 1M4 Notes, until the Class Principal Amount of such class has been reduced to zero; (vii) to the Class 1B Notes, until the Class Principal Amount of such class has been reduced to zero; (viii) to pay to the indenture trustee and the owner trustee, any amounts due to them with respect to Group I, in the case of the indenture trustee to the extent not previously paid or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default reimbursed under this Indenture Section 8.01 by reason of Section 6.16 hereof and in the case of the owner trustee to proceed thereafter the extent not previously paid or reimbursed under this Section 8.01 pursuant to Article IX of the Trust Agreement; and (ix) to the trust certificates, any remaining amounts. B. On each Payment Date (a) on or after the Group I Stepdown Date and (b) with respect to which a Group I Trigger Event is not in effect, the Group I Principal Payment Amount will be applied in the following order of priority: (i) to the Group I Senior Notes, for application in the same order as provided described in clauses (A) (i) and (A) (ii) above, an amount equal to the lesser of (x) the Group I Principal Payment Amount for such Payment Date and (y) the Group I Senior Principal Payment Amount for such Payment Date, until the Class Principal Amount of each such class has been reduced to zero; (ii) to the Class 1Ml Notes, an amount equal to the lesser of (x) the excess of (a) the Group I Principal Payment Amount for such Payment Date over (b) the amount paid to the Group I Senior Notes on such Payment Date pursuant to clause (i) above, and (y) the Class 1M1 Principal Payment Amount for such Payment Date, until the Class Principal Amount of such class has been reduced to zero; (iii) to the Class 1M2 Notes, an amount equal to the lesser of (x) the excess of (a) the Group I Principal Payment Amount for such Payment Date over (b) the amount paid to the Group I Senior and Class 1Ml Notes on such Payment Date pursuant to clauses (i) and (ii) above, and (y) the Class 1M2 Principal Payment Amount for such Payment Date, until the Class Principal Amount of such class has been reduced to zero; (iv) to the Class 1M3 Notes, an amount equal to the lesser of (x) the excess of (a) the Group I Principal Payment Amount for such Payment Date over (b) the amount paid to the Group I Senior, Class 1M1 and Class 1M2 Notes on such Payment Date pursuant to clauses (i), (ii) and (iii) above, and (y) the Class 1M3 Principal Payment Amount for such Payment Date, until the Class Principal Amount of such class has been reduced to zero; (v) to the Class 1M4 Notes, an amount equal to the lesser of (x) the excess of (a) the Group I Principal Payment Amount for such Payment Date over (b) the amount paid to the Group I Senior, Class 1M1, Class 1M2 and Class 1M3 Notes on such Payment Date pursuant to clauses (i), (ii), (iii) and (iv) above, and (y) the Class 1M4 Principal Payment Amount for such Payment Date, until the Class Principal Amount of such class has been reduced to zero; (vi) to the Class 1B Notes, an amount equal to the lesser of (x) the excess of (a) the Group I Principal Payment Amount for such Payment Date over (b) the amount paid to the Group I Senior, Class 1M1, Class 1M2, Class 1M3 and Class 1M4 Notes on such Payment Date pursuant to clauses (i), (ii), (iii), (iv) and (v) above, and (y) the Class 1B Principal Payment Amount for such Payment Date, until the Class Principal Amount of such class has been reduced to zero; (vii) to pay to the indenture trustee and the owner trustee, any amounts due to them with respect to Group I, in the case of the indenture trustee to the extent not previously paid or reimbursed under this Section 8.01 by reason of Section 6.16 hereof and in the case of the owner trustee to the extent not previously paid or reimbursed under this Section 8.01 pursuant to Article V hereofIX of the Trust Agreement; and (viii) to the trust certificates, any remaining amounts. Notwithstanding the foregoing, (a) on any Payment Date on which the Class Principal Amount of each class of Group I Notes having a higher priority of payment has been reduced to zero, any remaining Group I Principal Payment Amount will be applied to payments to the remaining Group I Notes as specified and in the order of priority set forth above, until the Class Principal Amount of each such class has been reduced to zero and (b) on and after any Payment Date on which the Class Principal Amount of each class of Group I Subordinate Notes has been reduced to zero, any Group I Principal Payment Amount will be paid to the Group I Senior Notes pro rata, and not in accordance with the order of priority set forth above. (d) On each Payment Date, the Group II Interest Remittance Amount then on deposit in the Payment Account will be applied in the following order of priority: (i) concurrently, (A) from the Pool IIA Interest Remittance Amount, to pay Current Interest and Carryforward Interest pro rata to the Class 2A1 and Class 2A2 Notes; and (B) from the Pool IIB Interest Remittance Amount, to pay Current Interest and Carryforward Interest pro rata to the Class 2A3, Class 2A4 and Class 2A5 Notes; (ii) if (A) there is any shortfall in the payment of Pool IIA Senior Note Current Interest or Carryforward Interest on such Payment Date, then to the payment of such amounts, pro rata, from the remaining Pool IIB Interest Remittance Amount; and (B) there is a shortfall in the payment of Pool IIB Senior Note Current Interest or Carryforward Interest on such Payment Date, then to the payment of such amounts, pro rata, from the remaining Pool IIA Interest Remittance Amount; (iii) to pay Current Interest (not including Deferred Interest) and Carryforward Interest sequentially to the Class 2A6, Class 2M1, Class 2M2, Class 2M3, Class 2M4, Class 2M5, Class 2M6, Class 2M7 and Class 2B Notes, in that order; (iv) to fund any required Group II Overcollateralization Increase Amount such amount to be included in the Group II Principal Payment Amount for such Payment Date; (v) to fund any shortfalls in Current Interest (not including Deferred Interest) and in Carryforward Interest with respect to the Group I Notes on such Payment Date, in accordance with the priorities applicable to the Group I Notes, and then to fund any shortfall in the Group I Overcollateralization Increase Amount for such Payment Date; (vi) to pay to the master servicer and the back-up servicer, any amounts due to them with respect to Group II; (vii) to pay to the indenture trustee and the owner trustee, any amounts due to them with respect to Group II, in the case of the indenture trustee to the extent not previously paid or reimbursed under this Section 8.01 by reason of Section 6.16 hereof and in the case of the owner trustee to the extent not previously paid or reimbursed under this Section 8.01 pursuant to Article IX of the Trust Agreement; (viii) to pay pro rata to the Class 2A1, Class 2A2, Class 2A3, Class 2A4 and Class 2A5 Notes, any related Net WAC Carryforward Amounts; (ix) to pay sequentially to the Class 2A6, Class 2M1, Class 2M2, Class 2M3, Class 2M4, Class 2M5, Class 2M6, Class 2M7 and Class 2B Notes, any related Net WAC Carryforward Amounts, in that order; (x) to pay sequentially to the Class 2A6, Class 2M1, Class 2M2, Class 2M3, Class 2M4, Class 2M5, Class 2M6, Class 2M7 and Class 2B Notes, any related Deferred Interest, in that order; (xi) to pay sequentially to the Class 2A6, Class 2M1, Class 2M2, Class 2M3, Class 2M4, Class 2M5, Class 2M6, Class 2M7 and Class 2B Notes, any related Principal Deficiency Amounts, in that order; and (xii) to the trust certificates, any remaining amounts. (e) The Principal Payment Amount for Group II will be paid from the amount on deposit in the Payment Account on each Payment Date as follows: A. On each Payment Date (a) prior to the Group II Stepdown Date or (b) with respect to which a Group II Trigger Event is in effect, the Group II Principal Payment Amount will be applied in the following order of priority: (i) concurrently, (a) the Pool IIA Principal Payment Amount, to the Class 2A1 and Class 2A2 Notes, sequentially and in that order, until the Class Principal Amount of each such class has been reduced to zero; (b) the Pool IIB Principal Payment Amount, to the Class 2A3, Class 2A4 and Class 2A5 Notes, sequentially and in that order, until the Class Principal Amount of each such class has been reduced to zero; (ii) if (a) the Pool IIA Senior Notes have had their Class Principal Amounts reduced to zero, but any Pool IIB Senior Notes remain outstanding, then, from the Pool IIA Principal Payment Amount to the Pool IIB Senior Notes, for application in the same order as described in clause (A)(i)(b) above, until the Class Principal Amount of each such class has been reduced to zero; (b) the Pool IIB Senior Notes have had their Class Principal Balances reduced to zero, but any Pool IIA Senior Notes remain outstanding, then, from the Pool IIB Principal Payment Amount, to the Pool IIA Senior Notes, for application in the same order as described in clause (A)(i)(a) above; (iii) to the Class 2A6 Notes, until the Class Principal Amount of such class has been reduced to zero; (iv) to the Class 2M1 Notes, until the Class Principal Amount of such class has been reduced to zero; (v) to the Class 2M2 Notes, until the Class Principal Amount of such class has been reduced to zero; (vi) to the Class 2M3 Notes, until the Class Principal Amount of such class has been reduced to zero; (vii) to the Class 2M4 Notes, until the Class Principal Amount of such class has been reduced to zero; (viii) to the Class 2M5 Notes, until the Class Principal Amount of such class has been reduced to zero; (ix) to the Class 2M6 Notes, until the Class Principal Amount of such class has been reduced to zero; (x) to the Class 2M7 Notes, until the Class Principal Amount of such class has been reduced to zero; (xi) to the Class 2B Notes, until the Class Principal Amount of such class has been reduced to zero; (xii) to pay to the indenture trustee and the owner trustee, any amounts due to them with respect to Group II, in the case of the indenture trustee to the extent not previously paid or reimbursed under this Section 8.01 by reason of Section 6.16 hereof and in the case of the owner trustee to the extent not previously paid or reimbursed under this Section 8.01 pursuant to Article IX of the Trust Agreement; and (xiii) to the trust certificates, any remaining amounts. B. On each Payment Date (a) on or after the Group II Stepdown Date and (b) with respect to which a Group II Trigger Event is not in effect, the Group II Principal Payment Amount for such date will be paid in the following order of priority: (i) concurrently, (a) to the Pool IIA Senior Notes, for application in the same order as described in clause (A)(i)(a) above, an amount equal to the lesser of (x) the Po

Accounts; Investment; Collection of Moneys. (a) The Trust Issuing Entity hereby directs the Indenture Trustee to establish, on or before the Closing Date, at its Corporate Trust Office, one or more an Eligible Accounts Account that shall collectively be the "“Payment Account"” for the Notes. The Indenture Trustee shall promptly deposit in the Payment Account Account: (i) the Servicer Remittance Amount received by it from the Servicer on the Servicer Payment Remittance Date pursuant to the Sale and Servicing Agreement, ; (ii) any other funds from any deposits to be made by the Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount required to be deposited in the Payment Account pursuant to this Section 8.01, 8.01(c); (iv) all amounts received pursuant to Section 8.03 hereof, (v) any amount required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer Depositor on the Clean-up Call Date pursuant to Section 10.01; (v) any amounts received from the Swap Provider under the Swap Agreement, including the Net Swap Payment, any amounts received from the Cap Provider under the Cap Agreement, including the Cap Payment and any Swap Termination Payment or Cap Termination Payment; and (viivi) all other amounts for the Mortgage Loan Pool received for deposit in the Payment AccountAccount from the Servicer, including and the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 Section 8.01 hereof. All funds withdrawn from the Payment Account pursuant to this Section 8.02 hereof 8.01 for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections this Section 8.01 and Section 3.03 and 8.02 hereof. Any Net Swap Payment received from the Swap Provider is referred to herein as the “Swap Payment.” (b) [Reserved]On each Payment Date, the Indenture Trustee shall make the payment to the Swap Provider set forth in clause (i)(x) below, but only to the extent that there are sufficient funds on deposit in the Payment Account to make such payment after making each of the payments described below to be made on such Payment Date that are senior to such payment. On each Payment Date, the Indenture Trustee shall withdraw from the Payment Account such amounts on deposit therein relating to the Indenture Trustee Fee, the Indenture Trustee’s expenses and other amounts then due to it, including any payments with respect to reimbursement or indemnification due to the Indenture Trustee (subject to Section 6.16) and shall pay such amounts to itself. On each Payment Date, unless the Notes have been declared due and payable pursuant to Section 5.02 hereof and moneys collected by the Indenture Trustee are being applied in accordance with Section 5.07 hereof, the Interest Remittance Amount on deposit in the Payment Account on any Payment Date or Redemption Date shall be withdrawn from the Payment Account, in the amounts required (based on the Indenture Trustee’s Remittance Report prepared by the Indenture Trustee on or before such Payment Date in reliance on the related Servicer Remittance Report), for application on such Payment Date in respect of payments for the each Class of Notes as follows. Subject to the preceding, on each Payment Date, funds will be applied in the following order of priority: (i) From Available Funds, to the Swap Provider the sum of (x) all Net Swap Payments and (y) any Swap Termination Payments other than a Defaulted Swap Termination Payment; (ii) from the Distributable Interest Amount concurrently to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, their Accrued Note Interest allocated based on their entitlement to those amounts; (iii) from any remaining Distributable Interest Amount, to the Class M Notes, sequentially, in ascending numerical order, their Accrued Note Interest. (c) The Principal Distribution Amount will be paid from the amount on deposit in the Payment Account (after making the payments set forth in paragraph (b) above) on each Payment Date as follows: A. On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, the Principal Distribution Amount will be applied in the following order of priority: (i) to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, sequentially, in that order, until their respective Class Note Balances have been reduced to zero, and (ii) to the Class M Notes, sequentially, in ascending numerical order, until their respective Adjusted Class Note Balances have been reduced to zero. B. On each Payment Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, the Principal Distribution Amount will be applied in the following order of priority: (i) to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, sequentially, in that order, the lesser of the Principal Distribution Amount and the Class A Principal Distribution Amount, until their respective Class Note Balances have been reduced to zero, (ii) to the Class ▇-▇, ▇-▇ ▇▇▇ ▇-▇ Notes, sequentially, in that order, the lesser of the remaining Principal Distribution Amount and the Class M-3 Principal Distribution Amount, until their respective Adjusted Class Note Balances have been reduced to zero, (iii) to the Class M-4 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-4 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (iv) to the Class M-5 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-5 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (v) to the Class M-6 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-6 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (vi) to the Class M-7 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-7 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, (vii) to the Class M-8 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-8 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero, and (viii) to the Class M-9 Notes, the lesser of the remaining Principal Distribution Amount and the Class M-9 Principal Distribution Amount, until their Adjusted Class Note Balance has been reduced to zero. However, on any Payment Date on which the Overcollateralization Amount has been reduced to zero, and the aggregate outstanding Adjusted Class Note Balance of the Class M Notes has been reduced to zero, then any payments of principal to be made on the Class A Notes shall be made to such holders on a pro rata basis, rather than sequentially as described above. Notwithstanding the foregoing, on any payment date on which the Class Note Balances of the Class A Notes have been reduced to zero, on such payment date principal distributions to the Class M Notes should be allocated in accordance with the priorities set forth above with respect to payments on or after the Step-Down Date. (d) For any Payment Date, any Net Monthly Excess Cashflow shall be paid as follows: (i) concurrently, any Available Funds Cap Carry Forward Amount to each class of Class A Notes, pro rata by the respective Available Funds Cap Carry Forward Amount due to such classes of Notes, (ii) sequentially, to the Class M Notes in ascending numerical order, any Available Funds Cap Carry Forward Amount for such classes, (iii) to the Class M Notes, sequentially and in ascending numerical order, any Principal Deficiency Amount allocated for each such class, (iv) to the Class M Notes, sequentially in ascending numerical order, any Deferred Interest in respect of any Principal Deficiency Amount allocated to such classes, (v) to pay to the indenture trustee and the owner trustee, any amounts due to them, in the case of the Indenture Trustee to the extent not previously paid or reimbursed under this Section 8.01 by reason of Section 6.16 hereof and in the case of the Owner Trustee to the extent not previously paid or reimbursed under this Section 8.01 pursuant to Article IX of the Trust Agreement, (vi) if applicable, for application to the purchase of a replacement swap provider, (vii) to the trust certificates, any remaining amounts, and (viii) to pay any Defaulted Swap Termination Payment to the Swap Provider. Provided, however, that in the event that the “net interest margin” securities (if any) for which the trust certificates serve as collateral are not outstanding, then the priorities in clauses (vii) and (viii) above are reversed. (e) The aggregate, cumulative amount of principal payments made to the holders of any Class of Notes shall not exceed the Original Note Principal Balance of the related Class. (f) [Reserved]. (dg) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date; provided, however, that the Indenture Trustee shall have no obligation to invest funds deposited into the Accounts later than 12:15 p.m. (Pacific Time) on the day of receipt. Absent written direction, all such amounts shall be held uninvested. All income or other gains, if any, from investment of moneys deposited in the Payment Collection Account and Collection the Payment Account shall be for the benefit of the Servicer Servicer, and on or after each Payment Date, any such amounts may be released from the such Accounts and paid to the Servicer Servicer, as part of its compensation for acting as Servicerhereunder. Any loss resulting from such investment of moneys deposited in an the Collection Account or the Payment Account, respectively, shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its request from time to time such party’s complete name, address, tax identification number and such other identifying information together with copies of such party’s constituting documentation, securities disclosure documentation or such other identifying documentation as may be available for such party. (eh) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Remittance Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, notice to the Servicer of its the Servicer’s failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business DayDay (along with interest at the Prime Rate as set forth in the Wall Street Journal, accruing from the Servicer Remittance Date to the date such Servicer Remittance Amount was actually received, and payable to the Indenture Trustee) such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Remittance Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Remittance Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust Servicer and the Note Insurer Issuing Entity by the close of business on the third Business Day immediately prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Class Note Principal Balance of the Outstanding Notes, Notes shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof. (i) In the event that the Swap Provider or the Cap Provider elects to post collateral as provided in the related Hedge Agreement, the Indenture Trustee shall establish and maintain a non-interest bearing separate trust account which shall be an Eligible Account with respect to the related Hedge Agreement (each a “Hedge Collateral Account”) for the benefit of the Swap Provider or Cap Provider, as applicable, and the Noteholders, as their interests may appear, into which such collateral shall be deposited. The Indenture Trustee may or shall (as indicated) make withdrawals from the Hedge Collateral Account for the purposes of (i) entering into a substitute swap agreement or cap agreement, (ii) funding the amount of any payment due to be made by the Swap Provider or Cap Provider under the related Hedge Agreement, as applicable, following the failure by the Swap Provider or Cap Provider to make that payment or (iii) as required pursuant to the Swap Agreement, the Cap Agreement or this Indenture. The Indenture Trustee shall make withdrawals from the Hedge Collateral Account and transfer the collateral (i) as required of the Indenture Trustee pursuant to the related Hedge Agreement, as applicable, or (ii) if the circumstances which required the posting of collateral no longer exist; and the Indenture Trustee is permitted to liquidate any investments held in the Hedge Collateral Account for any such purpose. In the event that additional collateral is required to be posted by the Swap Provider or the Cap Provider under the related Hedge Agreement, the Indenture Trustee shall promptly make a demand on the Swap Provider or Cap Provider, as applicable, to post such additional collateral. To the extent cash makes up all or any portion of the collateral in the Hedge Collateral Account, such cash shall be invested in Permitted Investments as directed in wri

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each Class of Notes, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Account"" for such Class. The Indenture Trustee shall promptly deposit in the related Payment Account (i) the Servicer Remittance Amount for the related Pool received by it from the Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Pool to be made by the Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Pool required to be deposited in the such Payment Account pursuant to this Section 8.01, (iv) all amounts for such Pool received pursuant to Section 8.03 hereof, (v) any amount for such Pool required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer on the Clean-up Call Date or Note Clean-up Call Date pursuant to Section 10.01, and (vii) all other amounts for the Mortgage Loan Pool received for deposit in the Payment Account, including the payment of any Loan Repurchase Price for a Mortgage Loan received by the Indenture Trustee. All amounts that are deposited from time to time in the Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 hereof. All funds withdrawn from the Payment Account pursuant to Section 8.02 hereof for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections 3.03 and 8.02 hereof. (b) [Reserved] (c) [Reserved] (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account shall be for the benefit of the Servicer and on each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (e) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described aboveTrustee's Remittance Report, the Servicer shall fail to remit Shortfall Amount for the Servicer Remittance Amount on any Servicer related Class, until paid in full, first, from the Payment Date, the Indenture Trustee shall deliver a second notice Account relating to the Servicerother Classes of Notes, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereuponpro rata, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and based upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Outstanding Note Principal Balance of each Class of Notes related to such other Pools, to the extent of the Net Monthly Excess Cashflow from the other Pools of Mortgage Loans, second, from the Cross-collateralization Reserve Account relating to this Class of Notes, and third, from the Cross-collateralization Reserve Account relating to the other Classes of Notes, pro rata based upon the Outstanding Note Principal Balance of each Class of Notes related to such other Pools, (viii) on each Payment Date, in accordance with the Indenture Trustee's Remittance Report, the Net Mortgage Loan Interest Shortfalls for the related Class of Notes, shallto the extent of the Net Monthly Excess Cashflow from the other Pools of Mortgage Loans, take pro rata based upon the Outstanding Note Principal Balance of each Class of Notes related to such action as may be appropriate to enforce other Pools, remaining after payment of: first, the Shortfall Amount for the related Class, second, the Over- collateralization Increase Amount for such payment or performance including other Pools and, third, the institution and prosecution of appropriate Proceedings. Any Reserve Payment Amount for such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.other Pools and

Accounts; Investment; Collection of Moneys. (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each Class of Notes, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment Account"" for such Class. The Indenture Trustee shall promptly deposit in the related Payment Account (i) the Servicer Remittance Amount for the related Pool received by it from the Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Pool to be made by the Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Pool required to be deposited in the such Payment Account pursuant to this Section 8.01, (iv) all amounts for such Pool received pursuant to Section 8.03 hereof, (v) any amount for such Pool required to be deposited pursuant to Section 8.05 hereof, (vi) the Termination Price received by it from either the Majority Certificateholder or the Servicer on the Clean-up Call Date or Note Clean-up Call Date pursuant to Section 10.01, (vii) on each Payment Date, in accordance with the Noteholder Statement, the Shortfall Amount for the related Class, until paid in full, first, from the Payment Account relating to the other Class of Notes to the extent of the Net Monthly Excess Cashflow from the other Pool of Mortgage Loans, second, from the Cross-collateralization Reserve Account relating to this Class of Notes, and third, from the Cross-collateralization Reserve Account relating to the other Class of Notes, (viii) on each Payment Date, in accordance with the Noteholder Statement, the Net Mortgage Loan Interest Shortfalls for the related Class of Notes, to the extent of the Net Monthly Excess Cashflow from the other Pool of Mortgage Loans, remaining after payment of: first, the Shortfall Amount for the related Class, second, the Over-collateralization Increase Amount for such other Pool and, third, the Reserve Payment Amount for such other Pool and (viiix) all other amounts for the Mortgage Loan such Pool received for deposit in the such Payment Account, including the payment of any Loan Repurchase Price for a Mortgage Loan in such Pool received by the Indenture Trustee. All amounts that are deposited from time to time in the a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Sections 8.02 hereof. All funds withdrawn from the a Payment Account pursuant to Section 8.02 hereof for the purpose of making payments to the Holders of Notes shall be applied in accordance with Sections 3.03 and 8.02 hereof. (b) [Reserved]The Trust hereby directs the Indenture Trustee to establish for each Class of Notes, at its Corporate Trust Office, an Eligible Account which shall be the "Pre-Funding Account" for such Class of Notes. On the Closing Date, the Indenture Trustee shall deposit the Original Pre-Funded Amount for each Class of Notes in the related Pre-Funding Account from the proceeds of the sale of the related Class of Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on any Subsequent Transfer Date, the Unaffiliated Seller shall instruct in writing the Indenture Trustee to withdraw from the related Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans sold to the Trust in respect of the related Pool and pledged to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, on such Subsequent Transfer Date and pay such amount to or upon the order of the Unaffiliated Seller upon satisfaction of the conditions set forth in Section 2.14 hereof with respect to such transfer; the Indenture Trustee may conclusively rely on such written instructions from the Unaffiliated Seller; (ii) if the Pre-Funding Amount for a Class of Notes (exclusive of Pre-Funding Earnings for such Class) has been reduced to $100,000 or less by the April 2000, May 2000 or June 2000 Payment Date, then, on such Payment Date, after giving effect to any reductions in the related Pre-Funding Account on such date, the Indenture Trustee shall withdraw, from the related Pre-Funding Account on such date and deposit in the Payment Account relating to such Class, the amount on deposit in such Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the related Noteholders as a prepayment of principal on such Payment Date; (iii) if any amounts remain on deposit in either Pre-Funding Account at the close of business on June 30, 2000, the Indenture Trustee shall withdraw, from such Pre-Funding Account on the following Payment Date and deposit in the Payment Account relating to the related Class, the amount on deposit in such Pre-Funding Account, other than any Pre-Funding Earnings, for payment to the related Noteholders as a prepayment of principal on such Payment Date; and (iv) on the April 2000, May 2000, June 2000 and July 2000 Payment Dates, the Indenture Trustee shall transfer from each Pre-Funding Account to the related Payment Account, the Pre-Funding Earnings, if any, applicable to such Payment Date. (c) [Reserved]The Trust hereby directs the Indenture Trustee to establish for each Class of Notes, at its Corporate Trust Office, an Eligible Account which shall be the "Capitalized Interest Account" for such Class of Notes. On the Closing Date, the Indenture Trustee shall deposit the Original Capitalized Interest Amount for each Class of Notes in the related Capitalized Interest Account from the proceeds of the sale of the related Class of Notes. The Indenture Trustee shall withdraw and distribute or cause to be distributed funds on deposit therein only at the times specified below, based on written instructions provided by the Servicer or other party as indicated: (i) on the April 2000, May 2000, June 2000 and July 2000 Payment Dates, the Indenture Trustee shall transfer from each Capitalized Interest Account to the related Payment Account, the applicable Capitalized Interest Requirement, if any, for such Class and such Payment Date; and (ii) on the Payment Date immediately following, or on which, the amount on deposit in the related Pre-Funding Account is reduced to zero, any amounts remaining in the related Capitalized Interest Account, after taking into account the transfers in respect of the Payment Date described in clause (i) above, shall be paid to the Unaffiliated Seller. (d) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, for each Class of Notes, at its Corporate Trust Office, an Eligible Account that shall be the "Cross-collateralization Reserve Account" for such Class. The Indenture Trustee shall deposit and withdraw funds in each Cross-collateralization Reserve Account in accordance with the provisions of Sections 8.01(a) and 8.02(a) hereof. (e) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Collection Account and the Note Insurance Payment Account, shall at the written direction of the Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. All income or other gains, if any, from investment of moneys deposited in the Payment Account and Collection Account Accounts shall be for the benefit of the Servicer and on each Payment Date, any such amounts may be released from the Accounts and paid to the Servicer as part of its compensation for acting as Servicer. Any loss resulting from such investment of moneys deposited in an Account shall be reimbursed immediately as incurred to the related Account by the Servicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Servicer shall in any way be held liable by reason of any insufficiency in the Accounts. The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any investment loss on any Permitted Investment included therein (except to the extent that the Indenture Trustee is the obligor and has defaulted thereon). (ef) Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If the Indenture Trustee shall not have received the Servicer Remittance Amount by close of business on any related Servicer Payment Date, the Indenture Trustee shall, unless the Servicer shall have made provisions satisfactory to the Indenture Trustee for delivery to the Indenture Trustee of an amount equal to such Servicer Remittance Amount, deliver a notice, with a copy to the Note Insurer, to the Servicer of its failure to remit such Servicer Remittance Amount and that such failure, if not remedied by the close of business on the Business Day after the date upon which such notice is delivered to the Servicer, shall constitute a Servicer Event of Default under the Sale and Servicing Agreement. If the Indenture Trustee shall subsequently receive any such Servicer Remittance Amount by the close of business on such Business Day, such Servicer Event of Default shall not be deemed to have occurred. Notwithstanding any other provision hereof, the Indenture Trustee shall deliver to the Servicer, or its designee or assignee, any Servicer Remittance Amount received with respect to a Mortgage Loan after the related Servicer Payment Date to the extent that the Servicer previously made payment or provision for payment with respect to such Servicer Remittance Amount in accordance with this Section 8.01, and any such Servicer Remittance Amount shall not be deemed part of the Trust Estate. Except as otherwise expressly provided in this Indenture and the Sale and Servicing Agreement, if, following delivery by the Indenture Trustee of the notice described above, the Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Servicer, the Trust and the Note Insurer by the close of business on the third Business Day prior to the related Payment Date indicating that a Servicer Event of Default occurred and is continuing under the Sale and Servicing Agreement. Thereupon, the Indenture Trustee shall take such actions as are required of the Indenture Trustee under Article VII of the Sale and Servicing Agreement. In addition, if a default occurs in any other performance required under the Sale and Servicing Agreement, the Indenture Trustee may, and upon the request of the Note Insurer or, with the consent of the Note Insurer, the Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes, Notes of both of the Classes shall, take such action as may be appropriate to enforce such payment or performance including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article V hereof.