Common use of Certificate Account Clause in Contracts

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series The Master Servicer acting as agent of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, a Certificate Account in which the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee Master Servicer shall cause to be deposited on behalf of such Certificateholders shall possess all right, title and interest in all funds the Trustee on deposit from or before 2:00 P.M. New York time to time in on each Certificate Account and Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, and (v) other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall be determine any amounts owed by the Swap Counterparty under the sole dominion Swap Agreement and control inform the Trustee in writing of the amount so calculated. On or prior to each Distribution Date, the Master Servicer shall withdraw from the Custodial Account an amount equal to the Credit Risk Manager Fee for such Distribution Date and shall pay such amount to the Credit Risk Manager. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, which shall mature not later than the close of business on the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or fund for which such institution serves as custodian, then such Permitted Investment may mature on which the Trustee receives such amounts in the form of immediately available funds Distribution Date and (so long as ii) any other investment may mature on such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), Distribution Date if the Trustee shall deposit advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or cause disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for Master Servicer out of its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, funds immediately as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Seriesrealized. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee to deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying SecuritiesTerm Assets, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying SecuritiesTerm Assets; (ii) all payments on account of interest on such Underlying SecuritiesTerm Assets; (iii) all payments on account of premium (if any) on such Underlying SecuritiesTerm Assets; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Administrative Agent, if any, the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of ------------------- Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate AccountCERTIFICATE ACCOUNT"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.04; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 five Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereofthereof if such Eligible Account is or will be located at an institution other than United States Trust Company of New York.

Certificate Account. (a) For each Series of ------------------- Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.04; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series The Master Servicer acting as agent of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, a Certificate Account in which the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee Master Servicer shall cause to be deposited on behalf of such Certificateholders shall possess all right, title and interest in all funds the Trustee on deposit from or before 2:00 P.M. New York time to time in on each Certificate Account and Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e), 4.07 or 4.08, (iv) any amount required to be paid pursuant to Section 9.01, (v) an amount equal to the Mortgage Insurance Premium payable on such Distribution Date and (vi) other amounts constituting the Group I Available Distribution Amount or Group II Available Distribution Amount for the immediately succeeding Distribution Date. (b) On each Distribution Date, prior to making any other distributions referred to in Section 4.02 herein, the Trustee shall be under withdraw from the sole dominion Certificate Account and control pay to the MI Policy Provider, by wire transfer of immediately available funds, the Mortgage Insurance Premium for such Distribution Date. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, which shall mature not later than the close of business on the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or fund for which such institution serves as custodian, then such Permitted Investment may mature on which the Trustee receives such amounts in the form of immediately available funds Distribution Date and (so long as ii) any other investment may mature on such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), Distribution Date if the Trustee shall deposit advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or cause disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for Master Servicer out of its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, funds immediately as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Seriesrealized. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee to deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor Administrative Agent, if any, the Trustor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders of the related Series and shall not relate to or be for the benefit of any other Series or Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any other amounts received on such Underlying Securities; (v) any payments in respect of any such Credit Support; (vvi) any Advances made as required pursuant to Section 4.034.04; and (vivii) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. p.m., New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.04; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 five Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof, if such Eligible Account is or will be located at an institution other than United States Trust Company of New York.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.04; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series The Master Servicer acting as agent of Certificates, the Trustee shall establish and maintain one a Certificate Account in which the Master Servicer shall deposit or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee cause to be deposited on behalf of such Certificateholders shall possess all right, title and interest in all funds the Trustee on deposit from or before 2:00 P.M. New York time to time in on each Certificate Account and Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall pursuant to Section 3.12(a), (iii) any amount required to be under deposited in the sole dominion Certificate Account pursuant to Section 3.16(e), Section 4.07 or Section 4.08 or deposited into the Insurance Account pursuant to Section 12.02(b), (iv) any amount to be deposited in the Reserve Fund pursuant to Section 4.09, (v) any amount required to be paid pursuant to Section 9.01, (vi) an amount equal to the Insurer Premium payable on such Distribution Date, (vii) any prepayment charges on the Mortgage Loans received during the related Prepayment Period and control (viii) all other amounts constituting the Group I or Group II Available Distribution Amount for the immediately succeeding Distribution Date. (b) [reserved] (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, which shall mature not later than the close of business on the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or a fund for which such institution serves as custodian, then such Permitted Investment may mature on which the Trustee receives such amounts in the form of immediately available funds Distribution Date and (so long as ii) any other investment may mature on such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), Distribution Date if the Trustee shall deposit advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or cause disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for Master Servicer out of its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, funds immediately as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Seriesrealized. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five 5 Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (viv) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that all payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 five Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series The Master Servicer acting as agent of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, a Certificate Account in which the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee Master Servicer shall cause to be deposited on behalf of such Certificateholders shall possess all right, title and interest in all funds the Trustee on deposit from or before 2:00 P.M. New York time to time in on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e), 4.07 or 4.08, (iv) any amount required to be paid pursuant to Section 9.01, (v) an amount equal to the Certificate Insurer Premium payable on such Distribution Date, (vi) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date and (vii) any payments or collections in all proceeds thereof. With the nature of prepayment charges received by the Master Servicer in respect of the Mortgage Loans and the related Prepayment Period. (b) On each Distribution Date, prior to each Series making any other distributions referred to in Section 4.02 herein, the Trustee shall withdraw from the Certificate Account and pay to the Insurer, by wire transfer of Certificatesimmediately available funds to the Insurer Account, the Certificate Insurer Premium for such Distribution Date. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account shall be under to invest the sole dominion and control funds in the Certificate Account in Permitted Investments designated in the name of the Trustee for the benefit of the related Certificateholders. With respect to each Series of CertificatesCertificateholders and the Insurer, which shall mature not later than the close of business on the Business Day on next preceding the Distribution Date next following the date of such investment (except that (i) any investment in the institution with which the Trustee receives Certificate Account is maintained may mature on such amounts in the form of immediately available funds Distribution Date and (so long as ii) any other investment may mature on such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), Distribution Date if the Trustee shall deposit advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or cause disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for Master Servicer out of its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, funds immediately as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Seriesrealized. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "“Certificate Account"”), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit credited from time to time in to each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit credit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee in writing to credit or cause to be deposited in credited to the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying SecuritiesTerm Assets, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying SecuritiesTerm Assets; (ii) all payments on account of interest on such Underlying SecuritiesTerm Assets; (iii) all payments on account of premium (if any) on such Underlying SecuritiesTerm Assets; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited credited by the Trustee in or the Administrative Agent, as applicable, to the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Administrative Agent, if any, the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "“Certificate Account"”), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit credited from time to time in to each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit credit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee in writing to credit or cause to be deposited in credited to the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited credited by the Trustee in or the Administrative Agent, as applicable, to the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor Administrative Agent, if any, the Trustor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of Certificates, the The Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "a Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee Trustee, on behalf of such Certificateholders the Certificateholders, shall possess all right, title and interest in and to all funds on deposit from time to time in each the Certificate Account and in all proceeds thereof, subject to the payment of Trust Expenses as specified herein. With respect to each Series of Certificates, the The Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related CertificateholdersTrustee. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the The Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it collected with respect to the Underlying SecuritiesNotes, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments received by the Trustee on account of principal of such the Underlying SecuritiesNotes; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments received by the Trustee on account of premium (if any) on such the Underlying SecuritiesNotes; (iii) all payments received by the Trustee on account of interest on the Underlying Notes; and (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income which may be assumption fees received by the Trustee in respect of any Underlying Notes. The Trustee shall also deposit or cause to be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own accountall payments received in respect of any Eligible Investments. If, at any time, the Certificate Account for any Series ceases to be is not an Eligible Account, the Trustee shall shall, within 5 five Business Days (or such longer period, not to exceed 30 calendar days), as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall shall, within five Business Days after establishing a new Certificate Account, transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, established it shall be the Certificate Account for such Seriespurposes of this Agreement. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (i) The Trustee hereby confirms the following with respect to the Certificate Account: (A) the Certificate Account shall be a "securities account" within the meaning of Section 8-501 of the UCC to which financial assets are or may be credited, (B) the Trustee shall act in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Certificate Account, (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the UCC of the Certificate Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Certificate Account, and (D) all securities, securities entitlements, financial assets and other investment property shall be credited by the Securities Intermediary to the Certificate Account as provided herein. (ii) The Securities Intermediary hereby agrees that each item of property (whether investment property, financial assets, securities, or instruments) credited to the Certificate Account (other than cash) shall be treated as a "financial asset" within the meaning of Article 8-102(a)(9) of the UCC. On the day on which any funds are deposited in the Certificate Account, the Securities Intermediary shall either distribute such funds in accordance with Section 4.01 hereof or, as applicable, invest such funds in Eligible Investments, in accordance with Section 3.06 hereof. (iii) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notification or entitlement order from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Certificate Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. (iv) The Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (v) The Trust Property and any other property to be deposited in, or credited to, the Certificate Account shall be delivered as follows (terms used in the following provisions that are not otherwise defined are used as defined in Article 8 of the UCC): (1) in the case of each certificated security (other than a clearing corporation security (as defined below)) or instrument, by: (A) the delivery of such certificated security or instrument to the Securities Intermediary registered in the name of the Securities Intermediary or its affiliated nominee or endorsed to the Securities Intermediary or in blank, (B) the Securities Intermediary continuously indicating by book-entry that such certificated security or instrument is credited to the Certificate Account, and (C) the Securities Intermediary maintaining continuous possession of such certificated security or instrument in the State of New York; (2) in the case of each uncertificated security (other than a clearing corporation security (as defined below) ), by causing: (A) such uncertificated security to be continuously registered on the books of the issuer thereof to the Securities Intermediary, and (B) the Securities Intermediary continuously indicating by book-entry that such uncertificated security is credited to the Certificate Account; (3) in the case of each security in the custody of or maintained on the books of a clearing corporation or its nominee (a "clearing corporation security"), by causing: (A) the relevant clearing corporation to credit such clearing corporation security to the securities account of the Securities Intermediary, and (B) the Securities Intermediary continuously indicating by book-entry that such clearing corporation security is credited to the Certificate Account; (4) in the case of each security issued or guaranteed by the United States of America or agency or instrumentality thereof and that is maintained in book-entry records of the FRBNY (a "government security"), by causing: (A) the creation of a security entitlement to such government security by the credit of such government security to the securities account of the Securities Intermediary at the FRBNY, and (B) the Securities Intermediary continuously indicating by book-entry that such government security is credited to the Certificate Account; and (5) in the case of each security entitlement not governed by clauses (1) through (4) above, by: (A) causing a securities intermediary (x) to indicate by book-entry that the underlying "financial asset" (as defined in Section 8-102(a)(9) of the UCC) has been credited to be the Securities Intermediary's securities account, (y) to receive a financial asset from the Securities Intermediary or acquiring the underlying financial asset for the Securities Intermediary, and, in either case, accepting it for credit to the Securities Intermediary's securities account or (z) to become obligated under other law, regulation or rule to credit the underlying financial asset to the Security Intermediary's securities account, (B) the making by such securities intermediary of entries on its books and records continuously identifying such security entitlement as belonging to the Securities Intermediary and continuously indicating by book-entry that such securities entitlement is credited to the Securities Intermediary's securities account, and (C) the Securities Intermediary continuously indicating by book-entry that such security entitlement (or all rights and property of the Securities Intermediary representing such securities entitlement) is credited to the Certificate Account.

Certificate Account. (a) For each Series of Certificates, the The Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "a Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee Trustee, on behalf of such Certificateholders the Certificateholders, shall possess all right, title and interest in and to all funds on deposit from time to time in each the Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the The Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related CertificateholdersTrustee. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the The Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it collected with respect to the Underlying SecuritiesCDs, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments received by the Trustee on account of principal of such the Underlying SecuritiesCDs; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments received by the Trustee on account of premium (if any) on such the Underlying SecuritiesCDs; (iii) all payments received by the Trustee on account of interest on the Underlying CDs; and (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income which may be assumption fees received by the Trustee in respect of any Underlying CDs. The Trustee shall also deposit or cause to be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own accountall payments received in respect of any Eligible Investments. If, at any time, the Certificate Account for any Series ceases to be is not an Eligible Account, the Trustee shall shall, within 5 five Business Days (or such longer period, not to exceed 30 calendar days), as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall shall, within five Business Days after establishing a new Certificate Account, transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, established it shall be the Certificate Account for such Seriespurposes of this Agreement. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (i) The Trustee hereby confirms the following with respect to the Certificate Account: (A) it shall treat the Certificate Account as a “securities account” within the meaning of Section 8-501 of the UCC to which financial assets are or may be credited, (B) the Trustee shall act in the capacity of a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC (in such capacity, the “Securities Intermediary”) with respect to the Certificate Account, (C) the Securities Intermediary shall treat the Trustee as the sole “entitlement holder” within the meaning of Section 8-102(a)(7) of the UCC of the Certificate Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Certificate Account, and (D) all securities, securities entitlements, financial assets and other investment property shall be credited by the Securities Intermediary to the Certificate Account as provided herein. (ii) The Securities Intermediary hereby agrees that each item of property (whether investment property, financial assets, securities, or instruments) credited to the Certificate Account (other than cash) shall be treated as a “financial asset” within the meaning of Article 8-102(a)(9) of the UCC. On the day on which any funds are deposited in the Certificate Account, the Securities Intermediary shall either distribute such funds in accordance with Section 4.01 hereof or, as applicable, invest such funds in Eligible Investments, (to the extent funds are received in time to be invested), in accordance with Section 3.06 hereof. (iii) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notification or entitlement order from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Certificate Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. (iv) The Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (v) The Trust Property and any other property to be deposited in, or credited to, the Certificate Account shall be delivered as follows (terms used in the following provisions that are not otherwise defined are used as defined in Article 8 of the UCC): (1) in the case of each certificated security (other than a clearing corporation security (as defined below)) or instrument, by: (A) the delivery of such certificated security or instrument to the Securities Intermediary registered in the name of the Securities Intermediary or its affiliated nominee or endorsed to the Securities Intermediary or in blank, (B) the Securities Intermediary continuously indicating by book-entry that such certificated security or instrument is credited to the Certificate Account, and (C) the Securities Intermediary maintaining continuous possession of such certificated security or instrument in the State of New York; (2) in the case of each uncertificated security (other than a clearing corporation security (as defined below) ), by causing: (A) such uncertificated security to be continuously registered on the books of the issuer thereof to the Securities Intermediary, and (B) the Securities Intermediary continuously indicating by book-entry that such uncertificated security is credited to the Certificate Account; (3) in the case of each security in the custody of or maintained on the books of a clearing corporation or its nominee (a “clearing corporation security”), by causing: (A) the relevant clearing corporation to credit such clearing corporation security to the securities account of the Securities Intermediary, and (B) the Securities Intermediary continuously indicating by book-entry that such clearing corporation security is credited to the Certificate Account; and (4) in the case of each security entitlement not governed by clauses (1) through (3) above, by: (A) causing a securities intermediary (x) to indicate by book-entry that the underlying “financial asset” (as defined in Section 8-102(a)(9) of the UCC) has been credited to be the Securities Intermediary's securities account, (y) to receive a financial asset from the Securities Intermediary or acquiring the underlying financial asset for the Securities Intermediary, and, in either case, accepting it for credit to the Securities Intermediary's securities account or (z) to become obligated under other law, regulation or rule to credit the underlying financial asset to the Security Intermediary's securities account, (B) the making by such securities intermediary of entries on its books and records continuously identifying such security entitlement as belonging to the Securities Intermediary and continuously indicating by book-entry that such securities entitlement is credited to the Securities Intermediary's securities account, and (C) the Securities Intermediary continuously indicating by book-entry that such security entitlement (or all rights and property of the Securities Intermediary representing such securities entitlement) is credited to the Certificate Account.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee to deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying SecuritiesDeposited Assets, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying SecuritiesDeposited Assets; (ii) all payments on account of interest on such Underlying SecuritiesDeposited Assets; (iii) all payments on account of premium (if any) on such Underlying SecuritiesDeposited Assets; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Administrative Agent, if any, the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series On or before the issuance of the Certificates, the Trustee shall establish and maintain either (i) open with an Eligible Depository one or more Eligible Certificate Accounts (collectively, in the "name of the Trustee of the Trust Fund that shall collectively be the “Certificate Account"),” (ii) in lieu of maintaining any such account or accounts, held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, maintain the Certificate Account shall be under the sole dominion by means of appropriate entries on its books and control records designating all amounts credited thereto in respect of the Underlying REMIC Securities and all investments of any such amounts as being held by it in its capacity as Trustee for the benefit of the related Certificateholders. With respect to each Series Holders of Certificates, not later than the close of business on Certificates or (iii) maintain the Business Day on which the Trustee receives such amounts Certificate Account in the form of immediately available funds any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Certificate Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as such funds are received by held in the Trustee by 3:00 p.m. New York City timeTrust Fund by, and on or for the next Business Day otherwise)account of, the Trustee shall at all times be identified. To the extent that the Certificate Account is maintained by the Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Certificate Account shall be deemed to refer to credits and debits to the related books of the Trustee. The Trustee shall deposit or cause to be deposited in the Certificate Account all amounts payments on the Underlying REMIC Securities and all Insurance Payments received by it with respect to as Trustee of the Trust Fund hereunder. All payments on the Underlying Securities, any Credit Support REMIC Securities and all Liquidation Proceeds related Insurance Payments deposited from time to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited time in the related Accounts. Unless otherwise specified in the applicable Series SupplementCertificate Account, it is understood and agreed that payments in the nature of prepayment all investments made with such moneys, including all income or redemption penaltiesother gain from such investments, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited held by the Trustee in the Certificate Account and shall not be retained as part of the Trust Fund as herein provided, subject to withdrawal by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit purposes set forth in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such SeriesSection 5.3. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series a. On or before the Closing Date, the Servicer shall establish the Certificate Account on behalf of the Trust, which must be an Eligible Account. The Certificate Account shall be entitled "U.S. Bank National Association as Trustee for the benefit of holders of Manufactured Housing Contract Pass-Through Certificates, Series 2001-3 (Conseco Finance Corp., Servicer)." The Servicer shall pay into the Trustee Certificate Account as promptly as practicable (not later than the next Business Day) following receipt thereof all payments from Obligors and Net Liquidation Proceeds, other than late payment penalty fees, extension fees and assumption fees, which shall establish and maintain one or more Eligible Accounts (collectively, be retained by the "Servicer as additional compensation for servicing the Contracts. All amounts paid into the Certificate Account"), Account under this Agreement shall be held in trust for the benefit of Trustee and the Certificateholders until payment of any such Seriesamounts is authorized under this Agreement. The Only the Trustee on behalf of such Certificateholders shall possess all right, title and interest in all may withdraw funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including:Account. (i) all payments on account direct obligations of, and obligations fully guaranteed by, the United States of principal America, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, or any agency or instrumentality of such Underlying Securitiesthe United States of America the obligations of which are backed by the full faith and credit of the United States of America and which are noncallable; (ii) all payments on account (A) demand and time deposits in, certificates of interest on deposit of, bankers' acceptances issued by, or federal funds sold by any depository institution or trust company (including the Trustee or any Affiliate of the Trustee, acting in its commercial capacity) incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such Underlying Securitiesinvestment or contractual commitment providing for such investment, the commercial paper or other short-term deposits of such depository institution or trust company (or, in the case of a depository institution which is the principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such holding company) are rated at least P-1 by Xxxxx'x, at least A-1 by Standard & Poor's and at least F-1 by Fitch (if rated by Fitch) and (B) any other demand or time deposit or certificate of deposit which is fully insured by the Federal Deposit Insurance Corporation; (iii) all payments on account shares of premium an investment company registered under the Investment Company Act of 1940, whose shares are registered under the Securities Act of 1933 and have the highest credit rating then available from Xxxxx'x and Fitch (if anyrated by Fitch) on such Underlying Securitiesand are rated AAAm or AAAm-G by Standard & Poor's and whose only investments are in securities described in clauses (i), (ii) above and (iv) below; (iv) repurchase obligations with respect to (A) any payments security described in respect clause (i) above or (B) any other security issued or guaranteed by an agency or instrumentality of any such Credit Supportthe United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii)(A) above; (v) securities bearing interest or sold at a discount issued by any Advances made corporation incorporated under the laws of the United States of America or any State thereof which have a credit rating of at least Aa2 from Xxxxx'x, at least AAA by Standard & Poor's and in one of the two highest rating categories from Fitch (if rated by Fitch) at the time of such investment; provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held as required pursuant part of the corpus of the Trust to Section 4.03exceed 10% of amounts held in the Certificate Account; (vi) commercial paper having a rating of at least A-1+ from Standard & Poor's (if rated by Standard & Poor's) and at least P-1 from Xxxxx'x at the time of such investment or pledge as a security; and (vivii) other obligations or securities that are acceptable to the Rating Agencies as an Eligible Investment hereunder and will not reduce the rating assigned to any Class of Certificates by any of the Rating Agencies below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency, as evidenced in writing; provided that any such investment must constitute a "cash flow investment" within the meaning of the REMIC Provisions. Notwithstanding the foregoing, securities that represent the right to receive payments only of interest due on underlying obligations shall not be included as Eligible Investments, whether or investment income earned on funds deposited not such securities otherwise fall within (i) through (vii) above. The Trustee may trade with itself or an Affiliate in the related Accountspurchase or sale of such Eligible Investments. Unless otherwise specified in The Originator, the Servicer and the Seller acknowledge that to the extent regulations of the Comptroller of the Currency or other applicable Series Supplementregulatory agency grant the Originator, it is understood Seller or Servicer the right to receive brokerage confirmations of security transactions as they occur, the Originator, the Seller and agreed that payments in the nature Servicer specifically waive receipt of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by such confirmations. c. If at any time the Trustee shall be deposited by receives notice (from Standard & Poor's, Xxxxx'x, the Trustee in Servicer or otherwise) that the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases has ceased to be an Eligible Account, the Trustee shall within must, as soon as practicable but in no event later than 5 Business Days (or of the Trustee's receipt of such longer periodnotice, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account and all funds and Eligible Investments therein to an Eligible Account. Following any such new Certificate Accounttransfer, and from the date such new Certificate Account is established, it shall be Trustee must notify each of the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor Rating Agencies and the Rating Agent Servicer of the location of each Eligible Account constituting the Certificate Account and prior to any change thereofAccount.

Certificate Account. (a) For each Series of Certificates, the Trustee The Master Servicer shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each a Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Certificate Account all amounts Mortgage Loans due and payable on or before the Cut-off Date), and payments (other than Principal Prepayments) received by it with respect on or prior to the Underlying Securities, any Credit Support and all Liquidation Proceeds related Cut-off Date but allocable to such Series includinga period subsequent thereto: (i) all payments on account of principal of such Underlying Securitiesprincipal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (including, without limitation, Default Interest) on such Underlying Securitiesthe Mortgage Loans, late payment charges and Prepayment Premiums; (iii) all payments on account REO Revenues received in respect of premium any REO Property (if any) on such Underlying Securitiesnet of any portion thereof retained by a property manager as compensation); (iv) any payments all Insurance Proceeds and Liquidation Proceeds received in respect of any such Credit SupportMortgage Loan or REO Property (other than Liquidation Proceeds that are received in connection with the Master Servicer's or Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Distribution Account pursuant to Section 9.01); (v) any Advances made as amounts required to be deposited by the Master Servicer pursuant to Section 4.033.06 in connection with losses incurred with respect to Permitted Investments of funds relating to the Trust Fund held in the Certificate Account; (vi) that portion of each Delinquency Advance that represents (without duplication) the Master Servicing Fee and, if applicable, the Special Servicing Fee; and (vivii) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall amounts required to be deposited by the Trustee Master Servicer or the Special Servicer pursuant to Section 3.07(b) in the Certificate Account and shall not be retained by the Trustee connection with losses resulting from a deductible clause in a blanket hazard policy. The foregoing requirements for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands, assumption fees, amounts collected for mortgagor checks returned for insufficient funds and any other amounts that the Master Servicer and the Special Servicer are entitled to as additional servicing compensation pursuant to Section 3.11 need not be deposited by the Master Servicer in the Certificate Account. If the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited therein, it may at any time withdraw such new amount from the Certificate Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer as additional servicing compensation in accordance with Section 3.11(d), assumption fees, modification fees and from other transaction fees received by the date such new Master Servicer with respect to Specially Serviced Mortgage Loans. The Certificate Account is established, it shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through certificates of other series serviced and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) above with respect to any Mortgage Loan, the Special Servicer shall promptly, but in no event later than two Business Days after receipt, remit such amounts to the Master Servicer for deposit into the Certificate Account for in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with its normal servicing practices, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such Seriesamounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than two Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with its normal servicing practices, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Funds in the Certificate Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall give notice to the Trustee, the Special Servicer and the Depositor of the location of the Certificate Account as of the Closing Date and of the new location of the Certificate Account prior to any change thereof. (b) The Trustee shall establish and maintain the Distribution Account in trust for the benefit of the Certificateholders. The Distribution Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date therein, for deposit in the Distribution Account, that portion of the Available Distribution Amount (calculated without regard to clause (b)(iii) of the definition thereof) for the related Distribution Date then on deposit in the Certificate Account. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account: (i) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds relating to the Trust Fund held in the Distribution Account; (ii) any Delinquency Advances required to be made by the Master Servicer in accordance with Section 4.03 (in each case, net of the portion thereof that represents Master Servicing Fees and/or Special Servicing Fees, which is to be deposited in the Certificate Account); (iii) any Compensating Interest Payments required to be made by the Master Servicer pursuant to Section 3.19; (iv) any Liquidation Proceeds paid by the Master Servicer or the Depositor in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Certificate Account pursuant to Section 9.01); and (v) any other amounts required to be so delivered for deposit in the Distribution Account pursuant to any provision of this Agreement. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received by the Trustee that are required by the terms of this Agreement to be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred in the foregoing clauses (i) through (v) is required to be delivered hereunder, the Master Servicer shall not have delivered to the Trustee for deposit in the Distribution Account the relevant portion of the Available Distribution Amount or any of the amounts referred to in the foregoing clauses (i) through (v), then the Trustee shall provide notice of such failure to a Servicing Officer of the Master Servicer by facsimile transmission sent to telecopy no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) and by telephone at telephone no. (215) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day. Funds in the Distribution Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06. The Trustee shall give notice to the Depositor Master Servicer, the Special Servicer and the Rating Agent Depositor of the location of each Eligible the Distribution Account constituting as of the Certificate Closing Date and of the new location of the Distribution Account and prior to any change thereof.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts except as otherwise specified in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise)Series Supplement, the Trustee shall deposit or cause to be deposited in the Certificate Account all no later than the Business Day on which amounts received by it collected with respect to the Underlying SecuritiesSecurities are received, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts; and (vi) any Purchase Price of such Underlying Securities. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The If requested in writing by the Depositor or the Rating Agency, if any, the Trustee shall give notice to the Depositor and the Rating Agent Agency, if any, of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Trustee shall determine the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts except as otherwise specified in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise)Series Supplement, the Trustee shall deposit or cause to be deposited in the Certificate Account all no later than the Business Day on which amounts received by it collected with respect to the Underlying SecuritiesTerm Assets are received, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying SecuritiesTerm Assets; (ii) all payments on account of interest on such Underlying SecuritiesTerm Assets; (iii) all payments on account of premium (if any) on such Underlying SecuritiesTerm Assets; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts; and (vi) any Purchase Price of such Term Assets. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The If requested by the Rating Agency, if any, the Trustee shall give notice to the Depositor and the Rating Agent Agency, if any, of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Trustee shall determine the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of Certificates, the The Trustee shall establish and maintain one or more Eligible Accounts (collectivelyin the name of the Trustee, for the benefit of the Certificateholders, the "Certificate Account as a segregated non-interest bearing trust account or accounts. The Certificate Account shall have two separate subaccounts, one each for all funds with respect to each Mortgage Loan Group. The Trustee will deposit in the appropriate subaccount as identified by the Master Servicer, of the Certificate Account as received the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Section 4.01(b) or the Custody Account pursuant to Section 4.04; (ii) Any Monthly Advance and any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by the Master Servicer which were not deposited in a Protected Account or the Custody Account"); (iv) The Repurchase Price with respect to any Mortgage Loans purchased by [ ] pursuant to Section 2.02 or 2.03 or by the Master Servicer pursuant to Section 3.19, any amounts which are to be treated pursuant to Section 2.04 as the payment of such a Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Master Servicer or its designee pursuant to Section 10.01; (v) Any amounts required to be deposited with respect to losses on Permitted Investments pursuant to Section 4.02(d) or Section 4.04(d) below; and (vi) Any other amounts received by the Master Servicer or the Trustee and required to be deposited in such subaccount of the Certificate Account pursuant to this Agreement. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of such Seriesthis Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, foregoing requirements for crediting the Certificate Account shall be under exclusive, it being understood and agreed that, without limiting the sole dominion and control generality of the Trustee for foregoing, payments in the benefit nature of prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges need not be credited by the Master Servicer or the related Certificateholders. With respect Sub-Servicer to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received Certificate Account and may be retained by the Trustee by 3:00 p.m. New York City time, and on Master Servicer or the next Business Day otherwise), related Sub-Servicer as servicing compensation. In the Trustee event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, or shall deposit or cause to be deposited to a subaccount of the Certificate Account any amount which should appropriately be credited to the other subaccount of the Certificate Account, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer or to the other subaccount of the Certificate Account, as applicable, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Trustee and held by the Trustee in trust, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The amount at any time credited to the Certificate Account shall be (i) fully insured by the FDIC to the maximum coverage provided thereby, (ii) at the written direction of the Master Servicer invested, in the name of the Trustee, or its nominee, for the benefit of the Certificateholders, in such Permitted Investments to be held by the Trustee as the Master Servicer may direct (such direction to be confirmed in writing) and in the absence of such direction, the Trustee shall invest funds in the Certificate Account all amounts received by it in Permitted Investments described in clause (viii) of the definition thereof, or (iii) from the maturity of any Permitted Investment on the Business Day prior to a Distribution Date through the distribution of such funds on such Distribution Date or at such other time and in such amount as, in the judgment of the Master Servicer, cannot reasonably be invested in accordance with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: item (i) all payments on account of principal of such Underlying Securities; or (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplementthis sentence, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited held by the Trustee in such Certificate Account. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor for such Permitted Investment is the Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date. With respect to the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Accountfunds deposited therein, the Trustee shall within 5 Business Days take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. xx.xx.. 92a(e), if applicable, or such longer period, not any applicable comparable state statute applicable to exceed 30 calendar daysstate chartered banking corporations. (d) The income earned from Permitted Investments made pursuant to this Section 4.02 shall be paid to the Master Servicer, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be remitted by the Master Servicer to the Trustee shall within five Business Days transfer any cash and any investments on for deposit in the Certificate Account to within [ ] Business Days of receipt of notification of such new Certificate Account, and from loss but not later than the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice [ ] Business Day prior to the Depositor and Distribution Date on which the Rating Agent of moneys so invested are required to be distributed to the location of each Eligible Account constituting the Certificate Account and prior to any change thereofCertificateholders.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee to deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Administrative Agent, if any, the Depositor and the each Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of Certificates, the The Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders Certificateholders, subject to the obligation to the Trustee for the payment of such SeriesTrust Expenses as specified herein. The Trustee Trustee, on behalf of such Certificateholders the Certificateholders, shall possess all right, title and interest in and to all funds on deposit from time to time in each the Certificate Account and in all proceeds thereof, subject to the obligation to the Trustee for the payment of Trust Expenses as specified herein. With respect to each Series of Certificates, the The Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related CertificateholdersTrustee. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the The Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it collected with respect to the Underlying SecuritiesNotes, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments received by the Trustee on account of principal of such the Underlying SecuritiesNotes; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments received by the Trustee on account of premium (if any) on such the Underlying SecuritiesNotes; (iii) all payments received by the Trustee on account of interest on the Underlying Notes; (iv) any payments in respect all proceeds received by the Trustee from the sale of any such Credit Support;Underlying Notes following the occurrence of a Removal Event, subject to the provisions of Sections 3.08 and 3.09; and (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income which may be assumption fees received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own accountrespect of any Underlying Notes. If, at any time, a formerly Eligible Account no longer fulfills the Certificate Account for any Series ceases to be an definition of Eligible Account, the Trustee shall shall, within 5 five Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) ), establish a new Certificate Account meeting the conditions specified above and the Trustee shall shall, within five Business Days Days, transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, established it shall be the Certificate Account for such SeriesAccount. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "“Certificate Account"”), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee to deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Administrative Agent, if any, the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "“Certificate Account"”), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.04; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 five Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee to deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying SecuritiesTerm Assets, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying SecuritiesTerm Assets; (ii) all payments on account of interest on such Underlying SecuritiesTerm Assets; (iii) all payments on account of premium (if any) on such Underlying SecuritiesTerm Assets; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series of Certificates, the Trustee The Master Servicer shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each a Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Certificate Account all amounts Mortgage Loans due and payable on or before the Cut-off Date), and payments (other than Principal Prepayments) received by it with respect on or prior to the Underlying Securities, any Credit Support and all Liquidation Proceeds related Cut-off Date but allocable to such Series includinga period subsequent thereto: (i) all payments on account of principal of such Underlying Securitiesprincipal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (including, without limitation, Default Interest and Excess Interest) on such Underlying Securitiesthe Mortgage Loans, late payment charges and Prepayment Premiums; (iii) all payments on account any amounts received from the Special Servicer which are required to be transferred from the REO Account pursuant to Section 3.16 (c) and amounts of premium (interest and investment income earned in respect of amounts relating to the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any) on such Underlying Securities, and only to the extent not required to be paid to the applicable Mortgagor under the terms of the related Mortgage Loan documents or applicable law; (iv) any payments all Insurance Proceeds and Liquidation Proceeds received in respect of any such Credit SupportMortgage Loan or REO Property (other than Liquidation Proceeds that are received in connection with the Master Servicer's or Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Distribution Account pursuant to Section 9.01); (v) any Advances made as amounts required to be deposited by the Master Servicer pursuant to Section 4.03; and3.06 in connection with losses incurred with respect to Permitted Investments of funds relating to the Trust Fund held in the Certificate Account; (vi) any interest or investment income earned on funds deposited in that portion of each Delinquency Advance that represents (without duplication) the related Accounts. Unless otherwise specified in the applicable Series SupplementMaster Servicing Fee and, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own account. If, at any timeif applicable, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.Special Servicing Fee; and

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "“Certificate Account"”), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall shall, at the Depositor’s expense, within 5 ten (10) Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is metpromptly thereafter) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall promptly give notice to the Administrative Agent, if any, the Depositor and the Rating Agent Hired NRSRO of the location of each Eligible Account constituting the Certificate Account Account. (c) Except as and prior to the extent otherwise provided in a Series Supplement, the Trustee shall determine, the appropriate application of Available Funds with respect to any change thereofDistribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "“Certificate Account"”), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Administrative Agent, if any, the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) Except as and to the extent otherwise provided in a Series Supplement, the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "“Certificate Account"”), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee to deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor Administrative Agent, if any, the Trustor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee to deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying SecuritiesDeposited Assets, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying SecuritiesDeposited Assets; (ii) all payments on account of interest on such Underlying SecuritiesDeposited Assets; (iii) all payments on account of premium (if any) on such Underlying SecuritiesDeposited Assets; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Administrative Agent, if any, the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.01 and the related Series Supplement.

Certificate Account. (a) For each Series of CertificatesSeries, the Trustee shall establish and maintain one or more Eligible Accounts (collectivelyeach, the a "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders of the related Series and shall not relate to or be for the benefit of any other Series or Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee to deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying SecuritiesDeposited Assets, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; (vi) any payments in respect of any such Swap Agreement; and (vivii) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or interest, reinvestment income or assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Administrative Agent, if any, the Depositor and the Rating Agent Agencies of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of CertificatesOn or before the Closing Date, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee Account on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long Trust as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all amounts received by it with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for its own accountan Eligible Account. If, at any time, the Certificate Account for any Series ceases to be maintained as an Eligible Account, the Trustee shall (or the Master Servicer on its behalf) shall, within 5 five (5) Business Days (or such longer period, not to exceed 30 thirty (30) calendar days, as to which the Rating Agency Condition is metAgencies may consent) establish a new Certificate Account meeting the conditions condition specified above and the Trustee shall within five Business Days above, transfer any cash and and/or any investments on deposit in the Certificate Account to such new Certificate Account, Account and from the date such new Certificate Account is established, it shall be the "Certificate Account". The Certificate Account shall be entitled "The Bank of New York not in its individual capacity but solely as trustee for such Seriesthe benefit of Holders of Home Equity Loan Asset Backed Certificates, Series 1998-1 (The CIT Group/Consumer Finance, Inc., Master Servicer) Certificate Account. (b) " The Trustee shall give notice Master Servicer shall, subject to the Depositor second following sentence, deposit in the Certificate Account, no later than two Business Days after the Closing Date, any amounts representing payments received on the Mortgage Loans on and after the Rating Agent Cut-off Date, regardless of when due. The Master Servicer shall, subject to the location of each Eligible Account constituting following sentence, pay into the Certificate Account as promptly as practicable (not later than the second Business Day) following the receipt thereof by the Master Servicer, all amounts received in respect of the Mortgage Loans, including all payments from Mortgagors, Liquidation Proceeds, Insurance Proceeds, Monthly Advances and prior any Purchase Price (or Substitution Adjustment) paid pursuant to Section 3.05, Section 5.14 or Section 4.03. Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, CIT Consumer Finance shall remain the Master Servicer hereunder and CIT Consumer Finance remains a wholly-owned direct or indirect subsidiary of CIT, if CIT shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and a short-term debt rating of at least P-1 by Moody's (notice of the failure to maintain such rating shall be given to the Trustee by the Master Servicer within ten (10) days of the occurrence thereof), the Master Servicer may make the deposits to the Certificate Account specified in the two preceding sentences on a monthly basis, but not later than the Business Day immediately preceding the Distribution Date following the last day of the Due Period within which such payments were processed by the Master Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Certificate Account during such Due Period but for the provisions of this sentence. The Master Servicer shall not be required to deposit in the Certificate Account amounts that are otherwise permitted to be withdrawn therefrom pursuant to clauses (c), (d), (e) and (f) of Section 8.02 or amounts that are payable to the Master Servicer pursuant to Section 8.04; provided, however, the Master Servicer shall not be required to so deposit the Master Servicing Fee referred to in Section 8.02(g) unless CIT Consumer Finance is the Master Servicer (in which case CIT Consumer Finance, as Master Servicer, shall be required to so deposit the Master Servicing Fee referred to in Section 8.02(g)). All amounts paid into the Certificate Account under this Agreement shall be held in trust for the Certificateholders (or the Master Servicer, to the extent the Master Servicer is entitled to receive any change thereofsuch amounts pursuant to this Agreement) until payment of any such amounts is authorized under this Agreement.

Certificate Account. (a) For each Series of Certificates, the The Trustee shall establish and maintain one a Certificate Account in which the Master Servicer shall deposit or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the Certificateholders of such Series. The Trustee cause to be deposited on behalf of such Certificateholders shall possess all right, title and interest in all funds the Trustee on deposit from or before 2:00 P.M. New York time to time in on each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (so long as such funds are i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be paid pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, (v) any prepayment charges on the Mortgage Loans received during the related Prepayment Period and (vi) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts owed by the Swap Counterparty under the Swap Agreement and inform the Supplemental Interest Trust Trustee by 3:00 p.m. New York City time, and on in writing of the next Business Day otherwise), the Trustee amount so calculated. The Master Servicer shall deposit or cause to be deposited in the Certificate Account all amounts received on or before 2:00 P.M. New York Time on each Swap Certificate Account Deposit Date by it with respect wire transfer of immediately available funds an amount equal to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: lesser of (i) all payments any Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Supplemental Interest Trust Trustee, on account behalf of principal of such Underlying Securities; the Supplemental Interest Trust, to the Swap Counterparty pursuant to the Swap Agreement and (ii) all payments the amount on account of interest deposit in the Custodial Account on such Underlying Securities;Certificate Account Deposit Date. (iiic) all payments on The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated by the Master Servicer, in the name of the Trustee for the benefit of the Certificateholders, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account of premium (if any) or a fund for which such institution serves as custodian, then such Permitted Investment may mature on such Underlying Securities; Distribution Date and (ivii) any payments other investment may mature on such Distribution Date if the Trustee advances funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee investments shall be deposited by the Trustee in the Certificate Account and shall not be retained by the Trustee for Master Servicer out of its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, funds immediately as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Seriesrealized. (b) The Trustee shall give notice to the Depositor and the Rating Agent of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof.

Certificate Account. (a) For each Series of Certificatesa. On or before the Closing Date, the Trustee shall establish the Certificate Account on behalf of the Trust, which must be an Eligible Account. The Certificate Account shall be entitled "U.S. Bank National Association as Trustee for the benefit of holders of Manufactured Housing Contract Pass-Through Certificates, Series 1999-5 (Green Tree Financial Corporation, Servicer)." The Servicer shall pay into the Certificate Account as promptly as practicable (not later than the next Business Day) following receipt thereof all payments from Obligors and maintain one or more Eligible Accounts (collectivelyNet Liquidation Proceeds, other than late payment penalty fees, extension fees and assumption fees, which shall be retained by the "Servicer as additional compensation for servicing the Contracts. All amounts paid into the Certificate Account"), Account under this Agreement shall be held in trust for the benefit Trustee and the Certificateholders until payment of any such amounts is authorized under this Agreement. Only the Trustee may withdraw funds from the Certificate Account. b. If the Servicer so directs, the institution maintaining the Certificate Account shall, in the name of the Certificateholders Trustee in its capacity as such, invest the amounts in the Certificate Account in Eligible Investments that mature not later than one Business Day prior to the next succeeding Remittance Date. Once such funds are invested, such institution shall not change the investment of such Seriesfunds. The Trustee on behalf of All income and gain from such Certificateholders investments shall possess all right, title and interest in all funds on deposit from time be added to time in each the Certificate Account and in all proceeds thereofdistributed on such Remittance Date pursuant to Section 8.03(a). With respect An amount equal to each Series of Certificates, the Certificate Account any net loss on such investments shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate Account all by the Class C Subsidiary Certificateholder out of its own funds immediately as realized. The Company, the Servicer and the Trustee shall in no way be liable for losses on amounts received by it invested in accordance with respect the provisions hereof. Funds in the Certificate Account not so invested must be insured to the Underlying Securities, extent permitted by law by the Federal Deposit Insurance Corporation. "Eligible Investments" are -------------------- any Credit Support and all Liquidation Proceeds related to such Series includingof the following: (i) all payments on account direct obligations of, and obligations fully guaranteed by, the United States of principal America, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, or any agency or instrumentality of such Underlying Securitiesthe United States of America the obligations of which are backed by the full faith and credit of the United States of America and which are noncallable; (ii) all payments on account (A) demand and time deposits in, certificates of interest on deposit of, bankers' acceptances issued by, or federal funds sold by any depository institution or trust company (including the Trustee or any Affiliate of the Trustee, acting in its commercial capacity) incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such Underlying Securitiesinvestment or contractual commitment providing for such investment, the commercial paper or other short-term deposits of such depository institution or trust company (or, in the case of a depository institution which is the principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such holding company) are rated at least P-1 by Xxxxx'x, at least A-1 by Standard & Poor's and at least F-1 by Fitch (if rated by Fitch) and (B) any other demand or time deposit or certificate of deposit which is fully insured by the Federal Deposit Insurance Corporation; (iii) all payments on account shares of premium an investment company registered under the Investment Company Act of 1940, whose shares are registered under the Securities Act of 1933 and have the highest credit rating then available from Xxxxx'x and Fitch (if anyrated by Fitch) on such Underlying Securitiesand are rated AAAm or AAAm-G by Standard & Poor's and whose only investments are in securities described in clauses (i), (ii) above and (iv) below; (iv) repurchase obligations with respect to (A) any payments security described in respect clause (i) above or (B) any other security issued or guaranteed by an agency or instrumentality of any such Credit Supportthe United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii)(A) above; (v) securities bearing interest or sold at a discount issued by any Advances made corporation incorporated under the laws of the United States of America or any State thereof which have a credit rating of at least Aa2 from Xxxxx'x, at least AAA by Standard & Poor's and in one of the two highest rating categories from Fitch (if rated by Fitch) at the time of such investment; provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held as required pursuant part of the corpus of the Trust to Section 4.03exceed 10% of amounts held in the Certificate Account; (vi) commercial paper having a rating of at least A-1+ from Standard & Poor's and at least P-1 from Xxxxx'x (if rated by Xxxxx'x) at the time of such investment or pledge as a security; and (vii) other obligations or securities that are acceptable to both Fitch and Standard & Poor's as an Eligible Investment hereunder and will not reduce the rating assigned to any Class of Certificates by either Fitch or Standard & Poor's below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by either Fitch or Standard & Poor's, as evidenced in writing; provided that any such investment must constitute a "cash flow investment" within the meaning of the REMIC Provisions. Notwithstanding the foregoing, securities that represent the right to receive payments only of interest due on underlying obligations shall not be included as Eligible Investments, whether or not such securities otherwise fall within (i) through (vi) any interest above. The Trustee may trade with itself or investment income earned on funds deposited an Affiliate in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature purchase or sale of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by such Eligible Investments. c. If at any time the Trustee shall be deposited by receives notice (from Standard & Poor's, Fitch or the Trustee in Servicer or otherwise) that the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases has ceased to be an Eligible Account, the Trustee shall within must, as soon as practicable but in no event later than 5 Business Days (or of the Trustee's receipt of such longer periodnotice, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account and all funds and Eligible Investments therein to an Eligible Account. Following any such new Certificate Accounttransfer, and from the date such new Certificate Account is establishedTrustee must notify each of Standard & Poor's, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Depositor Fitch and the Rating Agent Servicer of the location of each Eligible Account constituting the Certificate Account and prior to any change thereofAccount.

Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "“Certificate Account"”), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit credited from time to time in to each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit credit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee in writing to credit or cause to be deposited in credited to the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest charges or reinvestment income assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited credited by the Trustee in or the Administrative Agent, as applicable, to the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Administrative Agent, if any, the Depositor and the Rating Agent Agency of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of CertificatesSeries, the Trustee shall establish and maintain one or more Eligible Accounts (collectivelyeach, the "a “Certificate Account"”), held in trust for the benefit of the Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders of the related Series and shall not relate to or be for the benefit of any other Series or Certificateholders. With respect to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m. New York City time, and on the next Business Day otherwise), the Trustee shall deposit or the Administrative Agent, if any, specified in the applicable Series Supplement shall direct the Trustee to deposit or cause to be deposited in the Certificate Account no later than the Business Day after receipt thereof all amounts received by it collected with respect to the Underlying SecuritiesDeposited Assets, any Credit Support and all Liquidation Proceeds related to such Series including: (i) all payments on account of principal of such Underlying Securities; (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.034.3; (vi) any payments in respect of any such Swap Agreement; and (vivii) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or interest, reinvestment income or assumption fees which may be received by the Trustee or any Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and shall not be retained by the Trustee or the Administrative Agent for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within 5 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice to the Administrative Agent, if any, the Depositor and the Rating Agent Agencies of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof. (c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.

Certificate Account. (a) For each Series of Certificates, the The Trustee shall establish and maintain one or more Eligible Accounts (collectivelyin the name of the Trustee, for the benefit of the Certificateholders, the "Certificate Account as a segregated non-interest bearing trust account or accounts. The Certificate Account shall have two separate subaccounts, one each for all funds with respect to each Mortgage Loan Group. The Trustee will deposit in the appropriate subaccount as identified by the Master Servicer, of the Certificate Account as received the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Section 4.01(b) or the Custody Account pursuant to Section 4.04; (ii) Any Monthly Advance and any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by the Master Servicer which were not deposited in a Protected Account or the Custody Account"); (iv) The Repurchase Price with respect to any Mortgage Loans purchased by [ ] pursuant to Section 2.02 or 2.03 or by the Master Servicer pursuant to Section 3.19, any amounts which are to be treated pursuant to Section 2.04 as the payment of such a Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Master Servicer or its designee pursuant to Section 10.01; (v) Any amounts required to be deposited with respect to losses on Permitted Investments pursuant to Section 4.02(d) or Section 4.04(d) below; and (vi) Any other amounts received by the Master Servicer or the Trustee and required to be deposited in such subaccount of the Certificate Account pursuant to this Agreement. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of such Seriesthis Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of Certificates, foregoing requirements for crediting the Certificate Account shall be under exclusive, it being understood and agreed that, without limiting the sole dominion and control generality of the Trustee for foregoing, payments in the benefit nature of prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges need not be credited by the Master Servicer or the related Certificateholders. With respect Sub-Servicer to each Series of Certificates, not later than the close of business on the Business Day on which the Trustee receives such amounts in the form of immediately available funds (so long as such funds are received Certificate Account and may be retained by the Trustee by 3:00 p.m. New York City time, and on Master Servicer or the next Business Day otherwise), related Sub-Servicer as servicing compensation. In the Trustee event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, or shall deposit or cause to be deposited to a subaccount of the Certificate Account any amount which should appropriately be credited to the other subaccount of the Certificate Account, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer or to the other subaccount of the Certificate Account, as applicable, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Trustee and held by the Trustee in trust, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The amount at any time credited to the Certificate Account shall be (i) fully insured by the FDIC to the maximum coverage provided thereby, (ii) at the written direction of the Master Servicer invested, in the name of the Trustee, or its nominee, for the benefit of the Certificateholders, in such Permitted Investments to be held by the Trustee as the Master Servicer may direct (such direction to be confirmed in writing) and in the absence of such direction, the Trustee shall invest funds in the Certificate Account all amounts received by it in Permitted Investments described in clause (viii) of the definition thereof, or (iii) from the maturity of any Permitted Investment on the Business Day prior to a Distribution Date through the distribution of such funds on such Distribution Date or at such other time and in such amount as, in the judgment of the Master Servicer, cannot reasonably be invested in accordance with respect to the Underlying Securities, any Credit Support and all Liquidation Proceeds related to such Series including: item (i) all payments on account of principal of such Underlying Securities; or (ii) all payments on account of interest on such Underlying Securities; (iii) all payments on account of premium (if any) on such Underlying Securities; (iv) any payments in respect of any such Credit Support; (v) any Advances made as required pursuant to Section 4.03; and (vi) any interest or investment income earned on funds deposited in the related Accounts. Unless otherwise specified in the applicable Series Supplementthis sentence, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited held by the Trustee in such Certificate Account. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor for such Permitted Investment is the Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date. With respect to the Certificate Account and shall not be retained by the Trustee for its own account. If, at any time, the Certificate Account for any Series ceases to be an Eligible Accountfunds deposited therein, the Trustee shall within 5 Business Days take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (or such longer periodin addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss.ss.. 92a(e), not if applicable, ox xxx applicable comparable state statute applicable to exceed 30 calendar daysstate chartered banking corporations. (d) The income earned from Permitted Investments made pursuant to this Section 4.02 shall be paid to the Master Servicer, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified above additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be remitted by the Master Servicer to the Trustee shall within five Business Days transfer any cash and any investments on for deposit in the Certificate Account to within [ ] Business Days of receipt of notification of such new Certificate Account, and from loss but not later than the date such new Certificate Account is established, it shall be the Certificate Account for such Series. (b) The Trustee shall give notice [ ] Business Day prior to the Depositor and Distribution Date on which the Rating Agent of moneys so invested are required to be distributed to the location of each Eligible Account constituting the Certificate Account and prior to any change thereofCertificateholders.