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, three Eligible Accounts that shall be the "Payment Accounts" for the Notes. Each Payment Account shall relate to one of each of the three Classes of Notes. The Indenture Trustee shall promptly deposit in the related Payment Account (i) the Servicer Remittance Amount for the related Group received by it from the Master Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Group to be made by the Master Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Group required to be deposited in such Payment Account pursuant to this Section 8.01(c), (iv) all amounts for such Group received pursuant to Section 8.03 hereof, (v) the Termination Price received by it from the Sponsor on the related Clean-up Call Date pursuant to Section 10.01, (vi) on each Payment Date, in accordance with the Indenture Trustee's Remittance Report, (A) until the Shortfall Amount for the related Class, is paid in full, and (B) until the amount specified in clause (v) of Section 8.02 for such group is paid in full, in each case, first, pro rata from the Payment Account relating to each of the other Classes of Notes based on the amount of Net Monthly Excess Cashflow for such other Classes of Notes, to the extent of the Net Monthly Excess Cashflow from the related Groups of Mortgage Loans and second, from each Reserve Account, an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Shortfall Amount after giving effect to this Section 8.01(a)(vi)(B) first, (vii) any amounts received from the related Pre-Funding Account, (viii) any amounts received from the Capitalized Interest Account allocable to such Payment Account, (ix) on each Payment Date, from each Reserve Account an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in the such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Reserve Account Release Amount, and (x) all other amounts for such Group received for deposit in such Payment Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan in such Group received by the Indenture Trustee. All amounts that are deposited from time to time in a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Section 8.02 hereof. All funds withdrawn from 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) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, three Eligible Accounts that shall be the "Reserve Accounts" for the Notes. Each Reserve Account shall relate to each of the three Loan Groups. The Indenture Trustee shall deposit and withdraw funds in the Reserve Account in accordance with the provisions of Sections 8.01 (a) and 8.02 (a) hereof. Amounts in the Reserve Accounts can be used to (i) pay Shortfall Amounts in accordance with Section 8.01 and (ii) to pay Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net WAC Cap Carry-forward Amounts. Amounts on deposit in any of the Reserve Accounts may be used to pay Shortfall Amounts for any Class of Notes, provided, that to the extent that funds are on deposit in two or more Reserve Accounts, funds will be withdrawn pursuant to Section 8.01(vi). Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net-WAC Cap Carry-forward Amounts can only be paid from funds released from each related Reserve Account pursuant to Section 8.01(a)(ix). (c) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Payment Account or the Note Insurance Payment Account, shall at the written direction of the Master Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. Absent written direction, all such amounts shall be held uninvested. Amounts in the Payment Account may be invested in Permitted Investments at the direction of the Indenture Trustee or remain uninvested. All income or other gains, if any, from investment of moneys deposited in the Collection Account and Payment Account shall be for the benefit of the Master Servicer and the Indenture Trustee, respectively and on or after each Payment Date, any such amounts may be released from such Accounts and paid to the Master Servicer or Indenture Trustee, as applicable, as part of its compensation hereunder. Any loss resulting from such investment of moneys deposited in the Collection Account or the Payment Account shall be reimbursed immediately as incurred to the related Account by the Master Servicer or Indenture Trustee, respectively. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Master 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 (other than the Payment 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). (d) 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 Master 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 Backup Servicer and the Note Insurer, to the Master Servicer of the Master 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 Master 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 Master 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 Master 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 Master Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Master Servicer, the Backup Servicer, the Trust and the Note Insurer by the close of business on the 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 Note Principal Balance of the Outstanding Notes of all 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 Issuing Entity hereby directs the Indenture Trustee to establish, on or before the Closing Date, three two Eligible Accounts that shall be the "“Payment Accounts" ” for the Notes. Each Payment Account shall relate to one of each of the three two Classes of Notes. The Indenture Trustee shall promptly deposit in the related Payment Account Account: (i) the Servicer Remittance Amount for the related 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 such Group to be made by the Master Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount for such Group required to be deposited in such Payment Account pursuant to this Section 8.01(c), ; (iv) all amounts for such Group received pursuant to Section 8.03 hereof, ; (v) the Termination Price received by it from the Sponsor Depositor on the related Clean-up Call Date pursuant to Section 10.01, ; (vi) on each Payment Date, in accordance with the Indenture Trustee's ’s Remittance Report, (A) until the Shortfall Amount for the related Class, Class is paid in full, and (B) until the amount specified in clause (vvi) of Section 8.02 for such group is paid in full, in each case, first, pro rata from the Payment Account relating to each of the other Classes of Notes based on the amount of Net Monthly Excess Cashflow for such other Classes Class of Notes, to the extent of the Net Monthly Excess Cashflow from the related Groups Group of Mortgage Loans relating to the other Class of Notes [and second, from each sub-account of the Reserve Account, an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in the such sub-account of the Reserve Account and the denominator of which is the aggregate amounts amount on deposit in all three the Reserve Accounts Account and (B) the Shortfall Amount after giving effect to this Section 8.01(a)(vi)(B) first, ]; (vii) any amounts received from the related Pre-Funding Account, (viii) any amounts received from the Capitalized Interest Account allocable to such Payment Account, (ix) [on each Payment Date, from each sub-account of the Reserve Account Account, an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in each such sub-account of the such Reserve Account and the denominator of which is the aggregate amounts amount on deposit in all three the Reserve Accounts Account and (B) the Reserve Account Release Amount, ; and ] (xviii) all other amounts for such Group received for deposit in such Payment Account, including Account from the Servicer and the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan in such Group received by the Indenture Trustee. All amounts that are deposited from time to time in a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Section 8.02 hereof. All funds withdrawn from 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) [The Trust Issuing Entity hereby directs the Indenture Trustee to establish, on or before the Closing Date, three an Eligible Accounts Account that shall be the "“Reserve Accounts" Account” for the Notes. Each The Reserve Account will consist of two sub-accounts, each of which shall relate to each a Class of Notes and the three related Loan GroupsGroup. The Indenture Trustee shall deposit and withdraw funds in the Reserve Account Account, and the sub-accounts thereof, in accordance with the provisions of Sections 8.01 (aSection 8.01(a) and 8.02 (a) Section 8.02 hereof. Amounts in the Reserve Accounts Account can be used to (i) pay Shortfall Amounts in accordance with Section 8.01 and (ii) to pay Class A-2 Net WAC A-1 Available Funds Cap Carry-forward Amounts and Class A-3 Net WAC A-2 Available Funds Cap Carry-forward Amounts. Amounts on deposit in any either sub-account of the Reserve Accounts Account may be used to pay Shortfall Amounts for any either Class of Notes, provided, that to the extent that funds are on deposit in two or more Reserve Accountsboth sub-accounts, funds will be withdrawn pursuant to Section 8.01(vi8.01(a)(vi). Class A-2 Net WAC Available Funds Cap Carry-forward Amounts and Class A-3 Net-WAC Cap Carry-forward Forward Amounts can only be paid from funds released from each related sub-account of the Reserve Account pursuant to Section 8.01(a)(ix8.01(a)(vii).] (c) The Issuing Entity hereby directs the Indenture Trustee to establish, on or before the Closing Date, two Eligible Accounts that shall be the “Yield Maintenance Accounts” for the Notes. Each Yield Maintenance Account shall relate to one of the two Classes of Notes and the related Loan Group. The Indenture Trustee shall deposit into each Yield Maintenance Account, on each Payment Date, from the total amount, if any, received by it under the related Cap Agreement, an amount equal to the product of (x) the excess, if any, of (i) the lesser of one-month LIBOR and the maximum rate (as such terms are used in the related Cap Agreement) over (ii) the strike rate with respect to such Payment Date and the related Note Balance immediately prior to such Payment Date. Any excess over the amount payable under the related Cap Agreement over the amount described in the prior sentence will be distributed on such Payment Date to the Certificateholder. The Indenture Trustee shall withdraw funds in each Yield Maintenance Account in accordance with the provisions of Section 8.02 hereof. Amounts in each Yield Maintenance Account can only be used on each Payment Date to pay the related Available Funds Cap Carry-forward Amounts: any remaining amounts will be released on each Payment Date to the Certificateholders pursuant to Section 8.02(xv) hereof. (cd) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Payment Account or the Note Insurance Payment Account, shall at the written direction of the Master 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. Amounts in the Payment Account may be invested in Permitted Investments at the direction of the Indenture Trustee or remain uninvested. All income or other gains, if any, from investment of moneys deposited in the Collection Account and Payment Account shall be for the benefit of the Master Servicer Servicer, and in the Payment Account for the benefit of the Indenture Trustee, respectively and on or after each Payment Date, any such amounts may be released from such Accounts and paid to the Master Servicer or Indenture Trustee, as applicable, as part of its compensation hereunder. Any loss resulting from such investment of moneys deposited in the Collection Account or the Payment Account Account, respectively, shall be reimbursed immediately as incurred to the related Account by the Master Servicer or Indenture Trustee, respectively. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Master 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 (other than the Payment 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 its duties under the U.S.A. Patriot Act, of 2001, the Indenture Trustee shall obtain and verify certain information and documentation from the other party to this Indenture including, but not limited to, such party’s name, address, and other identifying information. (de) 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 Master 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 Backup Servicer and the Note Insurer, to the Master Servicer of the Master Servicer's ’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 Master 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 Master 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 Master 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 Master 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 Master Servicer, the Backup Servicer, the Trust Issuing Entity and the Note Insurer by the close of business on the 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 Note Principal Balance of the Outstanding Notes of all of the 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, three Eligible Accounts that shall be the "“Payment Accounts" ” for the Notes. Each Payment Account shall relate to one of each of the three Classes of Notes. The Indenture Trustee shall promptly deposit in the related Payment Account (i) the Servicer Remittance Amount for the related Group received by it from the Master Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Group to be made by the Master Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Group required to be deposited in such Payment Account pursuant to this Section 8.01(c), (iv) all amounts for such Group received pursuant to Section 8.03 hereof, (v) the Termination Price received by it from the Sponsor on the related Clean-up Call Date pursuant to Section 10.01, (vi) on each Payment Date, in accordance with the Indenture Trustee's ’s Remittance Report, (A) until the Shortfall Amount for the related Class, Class is paid in full, and (B) until the amount specified in clause (v) of Section 8.02 for such group is paid in full, in each case, first, pro rata from the Payment Account relating to each of the other Classes of Notes based on the amount of Net Monthly Excess Cashflow for such other Classes of Notes, to the extent of the Net Monthly Excess Cashflow from the related Groups of Mortgage Loans and second, from each Reserve Account, an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Shortfall Amount after giving effect to this Section 8.01(a)(vi)(B) first, (vii) any amounts received from the related Pre-Funding Account, (viii) any amounts received from the Capitalized Interest Account allocable to such Payment Account, (ix) on each Payment Date, from each Reserve Account an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in the each such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Reserve Account Release Amount, and (xviii) all other amounts for such Group received for deposit in such Payment Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan in such Group received by the Indenture Trustee. All amounts that are deposited from time to time in a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Section 8.02 hereof. All funds withdrawn from 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) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, three Eligible Accounts that shall be the "“Reserve Accounts" ” for the Notes. Each Reserve Account shall relate to each of the three Loan Groups. The Indenture Trustee shall deposit and withdraw funds in the Reserve Account in accordance with the provisions of Sections 8.01 (aSection 8.01(a) and 8.02 (a) Section 8.02 hereof. Amounts in the Reserve Accounts can be used to (i) pay Shortfall Amounts in accordance with Section 8.01 and (ii) to pay Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net WAC Cap Carry-forward Amounts. Amounts on deposit in any of the Reserve Accounts may be used to pay Shortfall Amounts for any Class of Notes, provided, that to the extent that funds are on deposit in two or more Reserve Accounts, funds will be withdrawn pursuant to Section 8.01(vi8.01(a)(vi). Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net-WAC Cap Carry-forward Amounts can only be paid from funds released from each related Reserve Account pursuant to Section 8.01(a)(ix8.01(a)(vii). (c) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, an Eligible Account that shall be the “Yield Maintenance Account” for the Class A-3 Notes. The Indenture Trustee shall deposit into the Yield Maintenance Account, on each Payment Date, from the total amount, if any, received by it under the Cap Agreement, an amount equal to the product of (x) the excess, if any, of (i) the lesser of one-month LIBOR and the maximum rate (as such terms are used in the Cap Agreement) over (ii) the strike rate with respect to such Payment Date and the Class A-3 Note Balance immediately prior to such Payment Date. Any excess over the amount payable under the Cap Agreement over the amount described in the prior sentence will be distributed on such Payment Date to the Certificateholder. The Indenture Trustee shall withdraw funds in the Yield Maintenance Account in accordance with the provisions of Section 8.02 hereof. Amounts in the Yield Maintenance Account can only be used on each Payment Date to pay Class A-3 Net WAC Cap Carry-forward Amounts: any remaining amounts will be released on each Payment Date to the Certificateholders pursuant to Section 8.02(xiii) hereof. (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Payment Account or the Note Insurance Payment Account, shall at the written direction of the Master Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. Absent written direction, all such amounts shall be held uninvested. Amounts in the Payment Account may be invested in Permitted Investments at the direction of the Indenture Trustee or remain uninvested. All income or other gains, if any, from investment of moneys deposited in the Collection Account and Payment Account shall be for the benefit of the Master Servicer and the Indenture Trustee, respectively and on or after each Payment Date, any such amounts may be released from such Accounts and paid to the Master Servicer or Indenture Trustee, as applicable, as part of its compensation hereunder. Any loss resulting from such investment of moneys deposited in the Collection Account or the Payment Account shall be reimbursed immediately as incurred to the related Account by the Master Servicer or Indenture Trustee, respectively. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Master 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 (other than the Payment 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). (de) 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 Master 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 Backup Servicer and the Note Insurer, to the Master Servicer of the Master Servicer's ’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 Master 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 Master 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 Master 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 Master Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Master Servicer, the Backup Servicer, the Trust and the Note Insurer by the close of business on the 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 Note Principal Balance of the Outstanding Notes of all 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, three Eligible Accounts that shall be the "Payment Accounts" for the Notes. Each Payment Account shall relate to one of each of the three Classes of Notes. The Indenture Trustee shall promptly deposit in the related Payment Account (i) the Servicer Remittance Amount for the related Group received by it from the Master Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Group to be made by the Master Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Group required to be deposited in such Payment Account pursuant to this Section 8.01(c), (iv) all amounts for such Group received pursuant to Section 8.03 hereof, (v) the Termination Price received by it from the Sponsor on the related Clean-up Call Date pursuant to Section 10.01, (vi) on each Payment Date, in accordance with the Indenture Trustee's Remittance Report, (A) until the Shortfall Amount for the related Class, is paid in full, and (B) until the amount specified in clause (v) of Section 8.02 for such group is paid in full, in each case, first, pro rata from the Payment Account relating to each of the other Classes of Notes based on the amount of Net Monthly Excess Cashflow for such other Classes of Notes, to the extent of the Net Monthly Excess Cashflow from the related Groups of Mortgage Loans and second, from each Reserve Account, an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Shortfall Amount after giving effect to this Section 8.01(a)(vi)(B) first, (vii) any amounts received from the related Pre-Funding Account, (viii) any amounts received from the Capitalized Interest Account allocable to such Payment Account, (ix) on each Payment Date, from each Reserve Account an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in the each such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Reserve Account Release Amount, and (xviii) all other amounts for such Group received for deposit in such Payment Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan in such Group received by the Indenture Trustee. All amounts that are deposited from time to time in a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Section 8.02 hereof. All funds withdrawn from 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) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, three Eligible Accounts that shall be the "Reserve Accounts" for the Notes. Each Reserve Account shall relate to each of the three Loan Groups. The Indenture Trustee shall deposit and withdraw funds in the Reserve Account in accordance with the provisions of Sections 8.01 (aSection 8.01(a) and 8.02 (a) Section 8.02 hereof. Amounts in the Reserve Accounts can be used to (i) pay Shortfall Amounts in accordance with Section 8.01 and (ii) to pay Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net WAC Cap Carry-forward Amounts. Amounts on deposit in any of the Reserve Accounts may be used to pay Shortfall Amounts for any Class of Notes, provided, that to the extent that funds are on deposit in two or more Reserve Accounts, funds will be withdrawn pursuant to Section 8.01(vi8.01(a)(vi). Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net-WAC Cap Carry-forward Amounts can only be paid from funds released from each related Reserve Account pursuant to Section 8.01(a)(ix8.01(a)(vii). (c) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Payment Account or the Note Insurance Payment Account, shall at the written direction of the Master Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. Absent written direction, all such amounts shall be held uninvested. Amounts in the Payment Account may be invested in Permitted Investments at the direction of the Indenture Trustee or remain uninvested. All income or other gains, if any, from investment of moneys deposited in the Collection Account and Payment Account shall be for the benefit of the Master Servicer and the Indenture Trustee, respectively and on or after each Payment Date, any such amounts may be released from such Accounts and paid to the Master Servicer or Indenture Trustee, as applicable, as part of its compensation hereunder. Any loss resulting from such investment of moneys deposited in the Collection Account or the Payment Account shall be reimbursed immediately as incurred to the related Account by the Master Servicer or Indenture Trustee, respectively. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Master 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 (other than the Payment 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). (d) 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 Master 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 Backup Servicer and the Note Insurer, to the Master Servicer of the Master 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 Master 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 Master 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 Master 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 Master Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Master Servicer, the Backup Servicer, the Trust and the Note Insurer by the close of business on the 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 Note Principal Balance of the Outstanding Notes of all 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, three for each Class of Notes, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment AccountsAccount" for the Notes. Each Payment Account shall relate to one of each of the three Classes of Notessuch Class. The Indenture Trustee shall promptly deposit in the related Payment Account (i) the Servicer Remittance Amount for the related Group received by it from the Master Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Group to be made by the Master Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Group required to be deposited in such Payment Account pursuant to this Section 8.01(c)8.01, (iv) all amounts for such Group received pursuant to Section 8.03 hereof, (v) the Termination Price received by it from the Sponsor on the related Clean-up Call Date pursuant to Section 10.01, (vi) on each Payment Date, in accordance with the Indenture Trustee's Remittance Report, the (Aa) until the Shortfall Amount for the related Class, is until paid in full, and (Bb) until the amount specified in clause (v) of Section 8.02 for such group is paid in full8.02, in each case, case first, pro rata from the Payment Account relating to each of the other Classes of Notes based on the amount of Net Monthly Excess Cashflow for such other Classes of Notes, to the extent of the Net Monthly Excess Cashflow from the related Groups other Group of Mortgage Loans and second, from each the Reserve Account, an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Shortfall Amount after giving effect to this Section 8.01(a)(vi)(B) first, (vii) any amounts received from the related Pre-Funding Account, (viii) any amounts received from the Capitalized Interest Account allocable to such Payment Account, (ix) on each Payment Date, from each Reserve Account an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in the such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Reserve Account Release Amount, and (xi) all other amounts for such Group received for deposit in such Payment Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan in such Group received by the Indenture Trustee. All amounts that are deposited from time to time in a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Section 8.02 hereof. All funds withdrawn from 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) 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 that the Trust deposits with the Indenture Trustee for such purpose. 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 Master Servicer or other party as indicated: (i) on any Subsequent Transfer Date, the Sponsor shall instruct in writing the Indenture Trustee to withdraw from the related Pre-Funding Account an amount equal to 100% of the aggregate Cut-Off Date Principal Balance as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans sold to the Trust in respect of the related Group 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 Sponsor 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 Sponsor; (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 March 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 any Pre-Funding Account at the close of business on March 31, 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 March 2000 Payment Date, 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) 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 Sponsor shall deposit the Original Capitalized Interest Amount for each Class of Notes in the related Capitalized Interest Account. 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 Master Servicer or other party as indicated: (i) on the March 2000 Payment Date, 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 any Capitalized Interest Account, after taking into account the transfers in respect of the Payment Date described in clause (i) or (ii) above, shall be paid to the Sponsor. (d) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, three at its Corporate Trust Office, an Eligible Accounts Account that shall be the "Reserve AccountsAccount" for the Notes. Each Reserve Account shall relate to each of the three Loan Groups. The Indenture Trustee shall deposit and withdraw funds in the Reserve Account in accordance with the provisions of Sections 8.01 (a8.01(a) and 8.02 (a8.02(a) hereof. Amounts in the Reserve Accounts can be used to (i) pay Shortfall Amounts in accordance with Section 8.01 and (ii) to pay Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net WAC Cap Carry-forward Amounts. Amounts on deposit in any of the Reserve Accounts may be used to pay Shortfall Amounts for any Class of Notes, provided, that to the extent that funds are on deposit in two or more Reserve Accounts, funds will be withdrawn pursuant to Section 8.01(vi). Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net-WAC Cap Carry-forward Amounts can only be paid from funds released from each related Reserve Account pursuant to Section 8.01(a)(ix). (ce) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Payment Account or the Note Insurance Payment Account, shall at the written direction of the Master Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. Absent written direction, all such amounts shall be held uninvested. Amounts in the Payment Account may be invested in Permitted Investments at the direction of the Indenture Trustee or remain uninvested. All income or other gains, if any, from investment of moneys deposited in the Payment and Collection Account and Payment Account Accounts shall be for the benefit of the Master Servicer and the Indenture Trustee, respectively and on or after each Payment Date, any such amounts may be released from such the Accounts and paid to the Master Servicer or Indenture Trustee, as applicable, as part of its compensation hereunderfor acting as Master Servicer PROVIDED, that the earnings from the amounts deposited in the Accounts from one Business Day immediately preceding the Payment Date to the Payment Date shall be for the account of the Indenture Trustee (i.e., the Indenture Trustee shall receive float on the Accounts for such period). Any loss resulting from such investment of moneys deposited in the Collection Account or the Payment an Account shall be reimbursed immediately as incurred to the related Account by the Master Servicer or Indenture Trustee, respectivelyServicer. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Master 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 (other than the Payment 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). (df) 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 Master 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 Backup Servicer and the Note Insurer, to the Master Servicer of the Master 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 Master 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 Master 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 Master 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 Master Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Master Servicer, the Backup Servicer, the Trust and the Note Insurer by the close of business on the second 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 Note Principal Balance of the Outstanding Notes of all 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, three two Eligible Accounts that shall be the "“Payment Accounts" ” for the Notes. Each Payment Account shall relate to one of each of the three two Classes of Notes. The Indenture Trustee shall promptly deposit in the related Payment Account Account: (i) the Servicer Remittance Amount for the related 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 such Group to be made by the Master Servicer pursuant to the Sale and Servicing Agreement, ; (iii) any amount for such Group required to be deposited in such Payment Account pursuant to this Section 8.01(c), ; (iv) all amounts for such Group received pursuant to Section 8.03 hereof, ; (v) the Termination Price received by it from the Sponsor Seller on the related Clean-up Call Date pursuant to Section 10.01, ; (vi) on each Payment Date, in accordance with the Indenture Trustee's ’s Remittance Report, (A) until the Shortfall Amount for the related Class, Class is paid in full, and (B) until the amount specified in clause (vvi) of Section 8.02 for such group is paid in full, in each case, first, pro rata from the Payment Account relating to each of the other Classes of Notes based on the amount of Net Monthly Excess Cashflow for such other Classes Class of Notes, to the extent of the Net Monthly Excess Cashflow from the related Groups Group of Mortgage Loans relating to the other Class of Notes and second, from each sub-account of the Reserve Account, an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in the such sub-account of the Reserve Account and the denominator of which is the aggregate amounts amount on deposit in all three the Reserve Accounts Account and (B) the Shortfall Amount after giving effect to this Section 8.01(a)(vi)(B) first, ; (vii) any amounts received from the related Pre-Funding Account, (viii) any amounts received from the Capitalized Interest Account allocable to such Payment Account, (ix) on each Payment Date, from each sub-account of the Reserve Account Account, an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in each such sub-account of the such Reserve Account and the denominator of which is the aggregate amounts amount on deposit in all three the Reserve Accounts Account and (B) the Reserve Account Release Amount, and ; and (xviii) all other amounts for such Group received for deposit in such Payment Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan in such Group received by the Indenture Trustee. All amounts that are deposited from time to time in a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Section 8.02 hereof. All funds withdrawn from 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) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, three an Eligible Accounts Account that shall be the "“Reserve Accounts" Account” for the Notes. Each The Reserve Account will consist of two sub-accounts, each of which shall relate to each a Class of Notes and the three related Loan GroupsGroup. The Indenture Trustee shall deposit and withdraw funds in the Reserve Account Account, and the sub-accounts thereof, in accordance with the provisions of Sections 8.01 (aSection 8.01(a) and 8.02 (a) Section 8.02 hereof. Amounts in the Reserve Accounts Account can be used to (i) pay Shortfall Amounts in accordance with Section 8.01 and (ii) to pay Class A-2 Net WAC A-1 Available Funds Cap Carry-forward Amounts and Class A-3 Net WAC A-2 Available Funds Cap Carry-forward Amounts. Amounts on deposit in any either sub-account of the Reserve Accounts Account may be used to pay Shortfall Amounts for any either Class of Notes, provided, that to the extent that funds are on deposit in two or more Reserve Accountsboth sub-accounts, funds will be withdrawn pursuant to Section 8.01(vi8.01(a)(vi). Class A-2 Net WAC Available Funds Cap Carry-forward Amounts and Class A-3 Net-WAC Cap Carry-forward Forward Amounts can only be paid from funds released from each related sub-account of the Reserve Account pursuant to Section 8.01(a)(ix8.01(a)(vii). (c) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, two Eligible Accounts that shall be the “Yield Maintenance Accounts” for the Notes. Each Yield Maintenance Account shall relate to one of the two Classes of Notes and the related Loan Group. The Indenture Trustee shall deposit into each Yield Maintenance Account, on each Payment Date, from the total amount, if any, received by it under the related Cap Agreement, an amount equal to the product of (x) the excess, if any, of (i) the lesser of one-month LIBOR and the maximum rate (as such terms are used in the related Cap Agreement) over (ii) the strike rate with respect to such Payment Date and the related Note Balance immediately prior to such Payment Date. Any excess over the amount payable under the related Cap Agreement over the amount described in the prior sentence will be distributed on such Payment Date to the Certificateholder. The Indenture Trustee shall withdraw funds in each Yield Maintenance Account in accordance with the provisions of Section 8.02 hereof. Amounts in each Yield Maintenance Account can only be used on each Payment Date to pay the related Available Funds Cap Carry-forward Amounts: any remaining amounts will be released on each Payment Date to the Certificateholders pursuant to Section 8.02(xv) hereof. (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Payment Account or the Note Insurance Payment Account, shall at the written direction of the Master Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. Absent written direction, all such amounts shall be held uninvested. Amounts in the Payment Account may be invested in Permitted Investments at the direction of the Indenture Trustee or remain uninvested. All income or other gains, if any, from investment of moneys deposited in the Collection Account and Payment Account shall be for the benefit of the Master Servicer and the Indenture Trustee, respectively and on or after each Payment Date, any such amounts may be released from such Accounts and paid to the Master Servicer or Indenture Trustee, as applicable, as part of its compensation hereunder. Any loss resulting from such investment of moneys deposited in the Collection Account or the Payment Account shall be reimbursed immediately as incurred to the related Account by the Master Servicer or Indenture Trustee, respectively. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Master 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 (other than the Payment 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 its duties under the U.S. Patriot Act, the Indenture Trustee shall obtain and verify certain information and documentation from the owners of the accounts that the Indenture Trustee establishes pursuant to this Indenture including, but not limited to, each account owner’s name, address, and other identifying information. (de) 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 Master 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 Backup Servicer and the Note Insurer, to the Master Servicer of the Master Servicer's ’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 Master 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 Master 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 Master 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 Master 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 Master Servicer, the Backup Servicer, the Trust and the Note Insurer by the close of business on the 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 Note Principal Balance of the Outstanding Notes of all of the 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, three two Eligible Accounts that shall be the "“Payment Accounts" ” for the Notes. Each Payment Account shall relate to one of each of the three two Classes of Notes. The Indenture Trustee shall promptly deposit in the related Payment Account (i) the Servicer Remittance Amount for the related 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 such Group to be made by the Master Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Group required to be deposited in such Payment Account pursuant to this Section 8.01(c), (iv) all amounts for such Group received pursuant to Section 8.03 hereof, (v) the Termination Price received by it from the Sponsor on the related Clean-up Call Date pursuant to Section 10.01, (vi) on each Payment Date, in accordance with the Indenture Trustee's ’s Remittance Report, (A) until the Shortfall Amount for the related Class, Class is paid in full, and (B) until the amount specified in clause (v) of Section 8.02 for such group is paid in full, in each case, first, pro rata from the Payment Account relating to each of the other Classes of Notes based on the amount of Net Monthly Excess Cashflow for such other Classes Class of Notes, to the extent of the Net Monthly Excess Cashflow from the related Groups Group of Mortgage Loans relating to the other Class of Notes and second, from each Reserve Account, an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three both Reserve Accounts and (B) the Shortfall Amount after giving effect to this Section 8.01(a)(vi)(B) first, (vii) any amounts received from the related Pre-Funding Account, (viii) any amounts received from the Capitalized Interest Account allocable to such Payment Account, (ix) on each Payment Date, from each Reserve Account an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in the each such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three both Reserve Accounts and (B) the Reserve Account Release Amount, and (xviii) all other amounts for such Group received for deposit in such Payment Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan in such Group received by the Indenture Trustee. All amounts that are deposited from time to time in a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Section 8.02 hereof. All funds withdrawn from 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) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, three two Eligible Accounts that shall be the "“Reserve Accounts" ” for the Notes. Each Reserve Account shall relate to each of the three two Loan Groups. The Indenture Trustee shall deposit and withdraw funds in the Reserve Account in accordance with the provisions of Sections 8.01 (aSection 8.01(a) and 8.02 (a) Section 8.02 hereof. Amounts in the Reserve Accounts can be used to (i) pay Shortfall Amounts in accordance with Section 8.01 and (ii) to pay Class A-2 A-1 Net WAC Cap Carry-forward Amounts and Class A-3 A-2 Net WAC Cap Carry-forward Amounts. Amounts on deposit in any either of the Reserve Accounts may be used to pay Shortfall Amounts for any either Class of Notes, provided, that to the extent that funds are on deposit in two or more both Reserve Accounts, funds will be withdrawn pursuant to Section 8.01(vi8.01(a)(vi). Class A-2 A-1 Net WAC Cap Carry-forward Amounts and Class A-3 A-2 Net-WAC Cap Carry-forward Amounts can only be paid from funds released from each related Reserve Account pursuant to Section 8.01(a)(ix8.01(a)(vii). (c) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, an Eligible Account that shall be the “Yield Maintenance Account” for the Class A-2 Notes. The Indenture Trustee shall deposit into the Yield Maintenance Account, on each Payment Date, from the total amount, if any, received by it under the Cap Agreement, an amount equal to the product of (x) the excess, if any, of (i) the lesser of one-month LIBOR and the maximum rate (as such terms are used in the Cap Agreement) over (ii) the strike rate with respect to such Payment Date and the Class A-2 Note Balance immediately prior to such Payment Date. Any excess over the amount payable under the Cap Agreement over the amount described in the prior sentence will be distributed on such Payment Date to the Certificateholder. The Indenture Trustee shall withdraw funds in the Yield Maintenance Account in accordance with the provisions of Section 8.02 hereof. Amounts in the Yield Maintenance Account can only be used on each Payment Date to pay Class A-2 Net WAC Cap Carry-forward Amounts: any remaining amounts will be released on each Payment Date to the Certificateholders pursuant to Section 8.02(xiii) hereof. (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Payment Account or the Note Insurance Payment Account, shall at the written direction of the Master Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. Absent written direction, all such amounts shall be held uninvested. Amounts in the Payment Account may be invested in Permitted Investments at the direction of the Indenture Trustee or remain uninvested. All income or other gains, if any, from investment of moneys deposited in the Collection Account and Payment Account shall be for the benefit of the Master Servicer and the Indenture Trustee, respectively and on or after each Payment Date, any such amounts may be released from such Accounts and paid to the Master Servicer or Indenture Trustee, as applicable, as part of its compensation hereunder. Any loss resulting from such investment of moneys deposited in the Collection Account or the Payment Account shall be reimbursed immediately as incurred to the related Account by the Master Servicer or Indenture Trustee, respectively. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Master 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 (other than the Payment 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 its duties under the U.S. Patriot Act, the Indenture Trustee shall obtain and verify certain information and documentation from the owners of the accounts that the Indenture Trustee establishes pursuant to this Indenture including, but not limited to, each account owner’s name, address, and other identifying information. (de) 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 Master 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 Backup Servicer and the Note Insurer, to the Master Servicer of the Master Servicer's ’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 Master 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 Master 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 Master 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 Master 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 Master Servicer, the Backup Servicer, the Trust and the Note Insurer by the close of business on the 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 Note Principal Balance of the Outstanding Notes of all of the 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, three Eligible Accounts that shall be the "“Payment Accounts" ” for the Notes. Each Payment Account shall relate to one of each of the three Classes of Notes. The Indenture Trustee shall promptly deposit in the related Payment Account (i) the Servicer Remittance Amount for the related Group received by it from the Master Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Group to be made by the Master Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Group required to be deposited in such Payment Account pursuant to this Section 8.01(c), (iv) all amounts for such Group received pursuant to Section 8.03 hereof, (v) the Termination Price received by it from the Sponsor on the related Clean-up Call Date pursuant to Section 10.01, (vi) on each Payment Date, in accordance with the Indenture Trustee's ’s Remittance Report, (A) until the Shortfall Amount for the related Class, is paid in full, and (B) until the amount specified in clause (v) of Section 8.02 for such group is paid in full, in each case, first, pro rata from the Payment Account relating to each of the other Classes of Notes based on the amount of Net Monthly Excess Cashflow for such other Classes of Notes, to the extent of the Net Monthly Excess Cashflow from the related Groups of Mortgage Loans and second, from each Reserve Account, an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Shortfall Amount after giving effect to this Section 8.01(a)(vi)(B) first, (vii) any amounts received from the related Pre-Funding Account, (viii) any amounts received from the Capitalized Interest Account allocable to such Payment Account, (ix) on each Payment Date, from each Reserve Account an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in the each such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Reserve Account Release Amount, and (xviii) all other amounts for such Group received for deposit in such Payment Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan in such Group received by the Indenture Trustee. All amounts that are deposited from time to time in a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Section 8.02 hereof. All funds withdrawn from 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) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, three Eligible Accounts that shall be the "“Reserve Accounts" ” for the Notes. Each Reserve Account shall relate to each of the three Loan Groups. The Indenture Trustee shall deposit and withdraw funds in the Reserve Account in accordance with the provisions of Sections 8.01 (aSection 8.01(a) and 8.02 (a) Section 8.02 hereof. Amounts in the Reserve Accounts can be used to (i) pay Shortfall Amounts in accordance with Section 8.01 and (ii) to pay Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net WAC Cap Carry-forward Amounts. Amounts on deposit in any of the Reserve Accounts may be used to pay Shortfall Amounts for any Class of Notes, provided, that to the extent that funds are on deposit in two or more Reserve Accounts, funds will be withdrawn pursuant to Section 8.01(vi8.01(a)(vi). Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net-WAC Cap Carry-forward Amounts can only be paid from funds released from each related Reserve Account pursuant to Section 8.01(a)(ix8.01(a)(vii). (c) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, an Eligible Account that shall be the “Yield Maintenance Account” for the Class A-3 Notes. The Indenture Trustee shall deposit and withdraw funds in the Yield Maintenance Account in accordance with the provisions of Section 8.02 hereof. Amounts in the Yield Maintenance Account can only be used to pay Class A-3 Net WAC Cap Carry-forward Amounts. (d) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Payment Account or the Note Insurance Payment Account, shall at the written direction of the Master Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. Absent written direction, all such amounts shall be held uninvested. Amounts in the Payment Account may be invested in Permitted Investments at the direction of the Indenture Trustee or remain uninvested. All income or other gains, if any, from investment of moneys deposited in the Collection Account and Payment Account shall be for the benefit of the Master Servicer and the Indenture Trustee, respectively and on or after each Payment Date, any such amounts may be released from such Accounts and paid to the Master Servicer or Indenture Trustee, as applicable, as part of its compensation hereunder. Any loss resulting from such investment of moneys deposited in the Collection Account or the Payment Account shall be reimbursed immediately as incurred to the related Account by the Master Servicer or Indenture Trustee, respectively. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Master 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 (other than the Payment 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). (de) 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 Master 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 Backup Servicer and the Note Insurer, to the Master Servicer of the Master Servicer's ’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 Master 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 Master 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 Master 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 Master Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Master Servicer, the Backup Servicer, the Trust and the Note Insurer by the close of business on the 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 Note Principal Balance of the Outstanding Notes of all 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, three for each Class of Notes, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment AccountsDistribution Account" for the Notes. Each Payment Account shall relate to one of each of the three Classes of Notessuch Class. The Indenture Trustee shall promptly deposit in the related Payment Distribution Account (i) the Servicer Remittance Amount for the related Group Pool received by it from the Master Servicer on the Servicer Payment Distribution Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Group Pool to be made by the Master Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Group Pool required to be deposited in such Payment Distribution Account pursuant to this Section 8.01(c)8.01, (iv) all amounts for such Group Pool received pursuant to Section 8.03 hereof, (v) the Termination Price received by it from the Sponsor on the related Clean-up Call Date any amount for such Pool required to be deposited pursuant to Section 10.018.16 hereof, (vi) on each Payment Distribution Date, in accordance with the Indenture Trustee's Servicer Remittance Report, (A) until the Shortfall Amount for the related Class, is until paid in full, and (B) until the amount specified in clause (v) of Section 8.02 for such group is paid in full, in each case, first, pro rata from the Payment Distribution Account relating to each of the other Classes of Notes based on the amount of Net Monthly Excess Cashflow for such other Classes Class of Notes, to the extent of the Net Monthly Excess Cashflow from the related Groups other Pool of Mortgage Loans and Loans, second, from each the Cross-collateralization Reserve AccountAccount relating to this Class of Notes, an amount equal and third, from the Cross-collateralization Reserve Account relating to the product other Class of (A) a fraction, the numerator of which is the amount on deposit in such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Shortfall Amount after giving effect to this Section 8.01(a)(vi)(B) first, (vii) any amounts received from the related Pre-Funding Account, (viii) any amounts received from the Capitalized Interest Account allocable to such Payment Account, (ix) on each Payment Date, from each Reserve Account an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in the such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Reserve Account Release AmountNotes, and (xvii) all other amounts for such Group Pool received for deposit in the such Payment Distribution Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan in such Group Pool received by the Indenture Trustee. All amounts that are deposited from time to time in a Payment Distribution Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Section Sections 8.02 hereof. All funds withdrawn from a Payment 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 Section 3.03 and 8.02 hereof. (b) The Trust hereby directs the Indenture Trustee to establishestablish for the Class A-1 Notes, on or before the Closing Dateat its Corporate Trust Office, three an Eligible Accounts that Account which shall be the "Reserve AccountsPre-Funding Account" for the Notes. Each Reserve Account shall relate to each of the three Loan Groups. The Indenture Trustee shall deposit and withdraw funds in the Reserve Account in accordance with the provisions of Sections 8.01 (a) and 8.02 (a) hereof. Amounts in the Reserve Accounts can be used to (i) pay Shortfall Amounts in accordance with Section 8.01 and (ii) to pay Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net WAC Cap Carry-forward Amounts. Amounts on deposit in any of the Reserve Accounts may be used to pay Shortfall Amounts for any Class of Notes, provided, that to the extent that funds are on deposit in two or more Reserve Accounts, funds will be withdrawn pursuant to Section 8.01(vi). Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net-WAC Cap Carry-forward Amounts can only be paid from funds released from each related Reserve Account pursuant to Section 8.01(a)(ix). (c) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Payment Account or the Note Insurance Payment Account, shall at the written direction of the Master Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. Absent written direction, all such amounts shall be held uninvested. Amounts in the Payment Account may be invested in Permitted Investments at the direction of the Indenture Trustee or remain uninvested. All income or other gains, if any, from investment of moneys deposited in the Collection Account and Payment Account shall be for the benefit of the Master Servicer and the Indenture Trustee, respectively and on or after each Payment Date, any such amounts may be released from such Accounts and paid to the Master Servicer or Indenture Trustee, as applicable, as part of its compensation hereunder. Any loss resulting from such investment of moneys deposited in the Collection Account or the Payment Account shall be reimbursed immediately as incurred to the related Account by the Master Servicer or Indenture Trustee, respectively. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Master 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 (other than the Payment 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). (d) 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 Master 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 Backup Servicer and the Note Insurer, to the Master Servicer of the Master 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 Master 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 Master 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 Master 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 Master Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Master Servicer, the Backup Servicer, the Trust and the Note Insurer by the close of business on the 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 Note Principal Balance of the Outstanding Notes of all 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.A-1

Accounts; Investment; Collection of Moneys. (a) . (a) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, three for each Class of Notes, at its Corporate Trust Office, one or more Eligible Accounts that shall collectively be the "Payment AccountsAccount" for the Notes. Each Payment Account shall relate to one of each of the three Classes of Notessuch Class. The Indenture Trustee shall promptly deposit in the related Payment Account (i) the Servicer Remittance Amount for the related Group received by it from the Master Servicer on the Servicer Payment Date pursuant to the Sale and Servicing Agreement, (ii) any other funds from any deposits for such Group to be made by the Master Servicer pursuant to the Sale and Servicing Agreement, (iii) any amount for such Group required to be deposited in such Payment Account pursuant to this Section 8.01(c)8.01, (iv) all amounts for such Group received pursuant to Section 8.03 hereof, (v) the Termination Price received by it from the Sponsor on the related Clean-up Call Date pursuant to Section 10.01, (vi) on each Payment Date, in accordance with the Indenture Trustee's Remittance Report, the (A) until the Shortfall Amount for the related Class, is until paid in full, and (B) until the amount specified in clause (v) of Section 8.02 for such group is paid in full8.02, in each case, case first, pro rata from the Payment Account relating to each of the other Classes of Notes based on the amount of Net Monthly Excess Cashflow for such other Classes Class of Notes, to the extent of the Net Monthly Excess Cashflow from the related Groups other Group of Mortgage Loans and second, from each the Reserve Account, an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Shortfall Amount after giving effect to this Section 8.01(a)(vi)(B) first, (vii) any amounts received from the related Pre-Funding Account, (viii) any amounts received from the Capitalized Interest Account allocable to such Payment Account, (ix) on each Payment Date, from each Reserve Account an amount equal to the product of (A) a fraction, the numerator of which is the amount on deposit in the such Reserve Account and the denominator of which is the aggregate amounts on deposit in all three Reserve Accounts and (B) the Reserve Account Release Amount, and (x) all other amounts for such Group received for deposit in such Payment Account, including the payment of any Loan Repurchase Price or Substitution Adjustment for a Mortgage Loan in such Group received by the Indenture Trustee. All amounts that are deposited from time to time in a Payment Account are subject to withdrawal by the Indenture Trustee for the purposes set forth in Section 8.02 hereof. All funds withdrawn from 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) The Trust hereby directs the Indenture Trustee to establish, on or before the Closing Date, three at its Corporate Trust Office, an Eligible Accounts Account that shall be the "Reserve AccountsAccount" for the Notes. Each Reserve Account shall relate to each of the three Loan Groups. The Indenture Trustee shall deposit and withdraw funds in the Reserve Account in accordance with the provisions of Sections 8.01 (a) and 8.02 (a8.02(a) hereof. Amounts in the Reserve Accounts can be used to (i) pay Shortfall Amounts in accordance with Section 8.01 and (ii) to pay Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net WAC Cap Carry-forward Amounts. Amounts on deposit in any of the Reserve Accounts may be used to pay Shortfall Amounts for any Class of Notes, provided, that to the extent that funds are on deposit in two or more Reserve Accounts, funds will be withdrawn pursuant to Section 8.01(vi). Class A-2 Net WAC Cap Carry-forward Amounts and Class A-3 Net-WAC Cap Carry-forward Amounts can only be paid from funds released from each related Reserve Account pursuant to Section 8.01(a)(ix). (c) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Accounts, other than the Payment Account or the Note Insurance Payment Account, shall at the written direction of the Master Servicer be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. Absent written direction, all such amounts shall be held uninvested. Amounts in the Payment Account may be invested in Permitted Investments at the direction of the Indenture Trustee or remain uninvestedTrustee. All income or other gains, if any, from investment of moneys deposited in the Collection Account and Payment Account shall be for the benefit of the Master Servicer and the Indenture Trustee, respectively and on or after each Payment Date, any such amounts may be released from such Accounts and paid to the Master Servicer or Indenture Trustee, as applicable, as part of its compensation hereunder. Any loss resulting from such investment of moneys deposited in the Collection Account or the Payment Account shall be reimbursed immediately as incurred to the related Account by the Master Servicer or Indenture Trustee, respectively. Subject to Section 6.01 hereof and the preceding sentence, neither the Indenture Trustee nor the Master 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 (other than the Payment 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). (d) 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 Master 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 Backup Servicer and the Note Insurer, to the Master Servicer of the Master 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 Master 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 Master 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 Master 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 Master Servicer shall fail to remit the Servicer Remittance Amount on any Servicer Payment Date, the Indenture Trustee shall deliver a second notice to the Master Servicer, the Backup Servicer, the Trust and the Note Insurer by the close of business on the second 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 Note Principal Balance of the Outstanding Notes of all 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.