Common use of Investment of Funds Clause in Contracts

Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]

Investment of Funds. The money held by Prior to Notice of Exclusive Control (as defined in the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall beSecurities Account Control Agreement), except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower or the Collateral Manager may, pursuant to written instruction (or, which may be in the case form of the Rebate Fund, as provided in Section 5.07(b)standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months Controlled Accounts in Permitted Investments, from the date of investment and (ii) this Agreement until the date Collection Date. Absent any such money is needed; providedwritten instruction, that if the Fiscal Agent such funds shall have entered into any investment agreement requiring investment of money not be invested. A Permitted Investment acquired with funds deposited in any fund Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or account hereunder in accordance with disposed of prior to its maturity. All such investment agreement and if such investment agreement constitutes a Qualified Investment, such money Permitted Investments shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit registered in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments name of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity Account Bank or its nominee and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to a Controlled Account; provided that compliance shall be the Revenue Fundresponsibility of the Borrower and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. During the occurrence and continuation of a Borrowing Base Deficiency, the Borrower shall deposit in the Collection Account (with respect to investments made hereunder of funds held therein), an amount equal to the amount of any actual loss incurred, in respect of any such investment, promptly upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do incurred, in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case respect of any required transfer investment, or lack of money investment, of funds held in any Controlled Account, other than with respect to another such fund fraud or account, such investments may be transferred to that fund their own gross negligence or account in lieu of the required money if permitted hereby as an investment of money in that fund or accountwillful misconduct. The Fiscal parties hereto acknowledge that Permitted Investments may include those investments in which the Collateral Agent shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 its Affiliates provides services and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]receives reasonable compensation.

Investment of Funds. The money So long as no Event of Default shall have occurred and be continuing, the funds held in any Trust Account may be invested (to the extent practicable and consistent with any requirements of the Code) in Permitted Investments, as directed by the Fiscal Agent shall constitute trust funds for Servicer in writing or by telephone or facsimile transmission confirmed in writing by the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall beServicer, except as otherwise expressly provided herein, that funds held in the Note Distribution Account shall be invested by the Fiscal AgentIndenture Trustee in Permitted Investments selected by it. In any case, at funds in any Trust Account must be available for withdrawal without penalty, and any Permitted Investments must mature or otherwise be available for withdrawal, not later than the written direction Business Day immediately preceding the Distribution Date next following the date of such investment and shall not be sold or disposed of prior to its maturity subject to Section 5.3(b)(2). All interest and any other investment earnings on amounts or investments held in the Borrower (orCollection Account shall be deposited into the Collection Account immediately upon receipt by the Indenture Trustee, or in the case of the Rebate FundCertificate Distribution Account, the Owner Trustee or Co-Owner Trustee, as provided applicable but shall be payable to the Servicer as additional Servicing Compensation and may be withdrawn from the Collection Account pursuant to Section 5.1(b)(3)(ii). All interest and any other investment earnings on amounts or investments held in Section 5.07(b))the Note Distribution Account shall be payable to the Indenture Trustee. All Permitted Investments in which funds in any Trust Account (other than the Certificate Distribution Account) are invested must be held by or registered in the name of "__________________________________________, as Indenture Trustee, in Qualified trust for the First Union Home Loan Asset Backed Securities, Series ________". While the Co-Owner Trustee holds the Certificate Distribution Account, all Permitted Investments in which mature or funds in the Certificate Distribution Account are invested shall be subject to prepayment held by or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit registered in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments name of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate"_______________________________, as principal or agentCo-Owner Trustee, securities herein authorized. The Fiscal Agent shall be entitled to assumein trust for the First Union Home Loan Asset Backed Securities, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]Series ________".

Investment of Funds. (a) The money held by the Fiscal Administrative Agent shall constitute trust funds for the purposes hereof. Any money attributable is hereby authorized and directed to each of invest and reinvest the funds from time to time transferred or deposited into the Cash Collateral Account, so long as no Event of Default has occurred and accounts hereunder shall beis continuing, except as otherwise expressly provided herein, invested by on the Fiscal Agent, at the written direction instructions of the Borrower (provided, that any such instructions given orally shall be confirmed promptly in writing) or, if the Borrower shall fail to give such instructions upon delivery of any such funds, in the case sole discretion of the Rebate Fund, as provided in Section 5.07(b)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is neededAdministrative Agent; provided, that if in no event may the Fiscal Borrower give instructions to the Administrative Agent shall have entered into any investment agreement requiring to, or may the Administrative Agent in its discretion, invest or reinvest funds in the Cash Collateral Account in other than Cash Equivalents. (b) Any net income or gain on the investment of money funds from time to time held in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money the Cash Collateral Account shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt promptly reinvested by the Fiscal Administrative Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be as a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon Cash Collateral Account; and any profit arising net loss on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof such investment shall be charged against the Revenue Fund. Such investments Cash Collateral Account. (c) None of the Administrative Agent or the Lenders shall be sold at the best price obtainable (at least par) whenever it a trustee for any Credit Party, or shall have any obligations or responsibilities, or shall be necessary so to do liable for anything done or not done, in order to provide money to make connection with the Cash Collateral Account except for any transferacts of gross negligence or willful misconduct, withdrawalas finally determined by a court of competent jurisdiction, payment or disbursement from said fund or account. In except as expressly provided herein and except that the case Administrative Agent shall have the obligations of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of a secured party under the required money if permitted hereby as an investment of money in that fund or accountUCC. The Fiscal Administrative Agent and the Lenders shall not have any obligation or responsibility and shall not be liable or responsible in any way for any loss resulting from any investment decision made in accordance herewith. The Governmental Lender acknowledges that to with this Section 11.2 or for any decrease in the extent that regulations value of the Comptroller of investments held in the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing Cash Collateral Account except for any purpose hereunder the amount in any fund acts of gross negligence or account on any datewillful misconduct, obligations so purchased shall be valued at Fair Market Value. [Reserved]as finally determined by a court of competent jurisdiction.

Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each Pending disbursement of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit in the funds Debt Service Fund (other than any monies held by the Trustee to pay the principal of, premium, if any, or interest which has previously become payable with respect to the Bonds which shall only be invested as provided below in the next succeeding paragraph) and accounts established under the Construction Fund as provided herein, the Trustee is hereby directed to invest and reinvest such amounts in Investment Securities promptly upon receipt of, and, subject to the limitations set forth in this Funding Loan Agreement Article, in Government Obligations or in investments accordance with the written instructions of the type Company. In the event no such instructions are received by the Trustee, such amounts shall be invested in Investment Securities described in subparagraph clause (g) of the definition thereof, pending receipt of Qualified Investments which shall have the same maturity and other restrictions as set forth abovesuch investment instructions. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliateAll such investments, as principal or agentwell as the investments described in the next succeeding paragraph, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fundfund (and account and subaccount therein) from which the money used to acquire such investments shall have come, and any loss resulting all income and profits on the sale thereof such investments shall be credited to, and all losses thereon shall be charged against the Revenue Fundagainst, such fund (and account and subaccount therein). Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or As amounts invested are needed for disbursement from said fund the Debt Service Fund or account. In the case Construction Fund, the Trustee shall cause a sufficient amount of any required transfer of money to another such fund or account, such the investments may be transferred credited to that fund to be redeemed or account in lieu sold and converted into cash to the credit of the required money if permitted hereby as an investment of money in that fund or account(and account and subaccount therein). The Fiscal Agent Trustee shall not be liable or responsible for any loss resulting from any such investment or reinvestment or redemption or sale as herein authorized; except that the Trustee shall be liable for any loss resulting from its willful or grossly negligent failure, within a reasonable time after receiving the direction from the Company to make any investment or reinvestment in the manner provided for herein at the Company’s direction. If the Trustee is unable, after reasonable effort and within a reasonable time, to make any such investment or reinvestment, it shall so notify the Company in writing and thereafter the Trustee shall be relieved of all responsibility with respect thereto. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries. Notwithstanding anything to the contrary contained herein, any monies held by the Trustee to pay the principal of, premium, if any, or interest which has previously become payable with respect to the Bonds shall only be invested by the Trustee overnight in United States Government Obligations or other Investment Securities rated AAA or Aaa by each Rating Agency then rating the Bonds as directed in writing by the Company. The Company by its execution of the Loan Agreement covenants to restrict the investment of money in the funds created under this Indenture in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Bonds are delivered to their original purchaser, so that the Bonds will not constitute arbitrage bonds under Section 148 of the Code and the Regulations, and the Trustee hereby agrees to comply with the Company’s written instructions with respect to the investment of money in the funds created under this Indenture so long as such instructions conform to the requirements of the Indenture. Notwithstanding the foregoing, the Company will not direct the Trustee to make investments under this Indenture that conflict with or exceed the limitations set forth in the Tax Documents. The Trustee shall have no responsibility with respect to the compliance by the Company or the Issuer with respect to any covenant herein regarding investments made in accordance herewithwith this Article, other than to use its best reasonable efforts to comply with instructions from the Company regarding such investments. The Governmental Lender acknowledges that Since the investments permitted by this Section have been included at the request of the Company and the making of such investments will be subject to the extent that regulations of Company’s written direction, the Comptroller of Issuer and the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, Trustee specifically disclaim and shall not have any obligation to the extent Company for any loss arising from, or tax consequences of, investments pursuant to the provisions of this Section. Confirmations are not required from the Trustee for permitted investments included in a monthly statement rendered by lawthe Trustee, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations statement need be sent relating to rendered by the security transactions as they occur. In computing Trustee for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]if no investment or income accrual activity occurred in such fund or account during such month.

Investment of Funds. The money held by Prior to delivery of any Notice of Exclusive Control, the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable Servicer may, pursuant to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower instruction (or, which may be in the case form of the Rebate Fund, as provided in Section 5.07(b)standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months Controlled Accounts in Permitted Investments, from the date of investment and (ii) this Agreement until the date Collection Date. Absent any such money is needed; providedwritten instruction, that if the Fiscal Agent such funds shall have entered into any investment agreement requiring investment of money not be invested. A Permitted Investment acquired with funds deposited in any fund Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or account hereunder in accordance with disposed of prior to its maturity. All such investment agreement and if such investment agreement constitutes a Qualified Investment, such money Permitted Investments shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit registered in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments name of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity Account Bank or its nominee and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to a Controlled Account; provided that compliance shall be the Revenue Fundresponsibility of the Borrower and the Servicer and not the Collateral Agent or Account Bank. All income and gain realized from any such investment, and as well as any interest earned on deposits in any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. The Borrower shall deposit in the Collection Account or the Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent or any Lender shall be liable for the amount of any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do incurred, in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case respect of any required transfer investment, or lack of money investment, of funds held in any Controlled Account, other than with respect to another such fund fraud or account, such investments may be transferred to that fund their own gross negligence or account in lieu of the required money if permitted hereby as an investment of money in that fund or accountwillful misconduct. The Fiscal parties hereto acknowledge that Permitted Investments may include those investments in which the Collateral Agent shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 its Investment Affiliates provides services and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]receives reasonable compensation.

Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each Pending disbursement of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit in the funds Debt Service Fund (other than any moneys held by the Trustee to pay the principal of, premium, if any, or interest which has previously become payable with respect to the Bonds which shall only be invested as provided below in the next succeeding paragraph) and accounts established under the Construction Fund as provided herein, the Trustee is hereby directed to invest and reinvest such amounts in Investment Securities promptly upon receipt of, and, subject to the limitations set forth in this Funding Loan Agreement Article, in Government Obligations or in investments accordance with the written instructions of the type Company. In the event no such instructions are received by the Trustee, such amounts shall be invested in Investment Securities described in subparagraph clause (g) of the definition thereof, pending receipt of Qualified Investments which shall have the same maturity and other restrictions as set forth abovesuch investment instructions. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliateAll such investments, as principal or agentwell as the investments described in the next succeeding paragraph, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fundfund (and account and subaccount therein) from which the money used to acquire such investments shall have come, and any loss resulting all income and profits on the sale thereof such investments shall be credited to, and all losses thereon shall be charged against the Revenue Fundagainst, such fund (and account and subaccount therein). Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or As amounts invested are needed for disbursement from said fund the Debt Service Fund or account. In the case Construction Fund, the Trustee shall cause a sufficient amount of any required transfer of money to another such fund or account, such the investments may be transferred credited to that fund to be redeemed or account in lieu sold and converted into cash to the credit of the required money if permitted hereby as an investment of money in that fund or account(and account and subaccount therein). The Fiscal Agent Trustee shall not be liable or responsible for any loss resulting from any such investment or reinvestment or redemption or sale as herein authorized; except that the Trustee shall be liable for any loss resulting from its willful or grossly negligent failure, within a reasonable time after receiving the direction from the Company to make any investment or reinvestment in the manner provided for herein at the Company’s direction. If the Trustee is unable, after reasonable effort and within a reasonable time, to make any such investment or reinvestment, it shall so notify the Company in writing and thereafter the Trustee shall be relieved of all responsibility with respect thereto. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries. Notwithstanding anything to the contrary contained herein, any moneys held by the Trustee to pay the principal of, premium, if any, or interest which has previously become payable with respect to the Bonds shall only be invested by the Trustee overnight in United States Government Obligations or other Investment Securities rated AAA or Aaa by each Rating Agency then rating the Bonds as directed in writing by the Company. The Company by its execution of the Loan Agreement covenants to restrict the investment of money in the funds created under this Indenture in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Bonds are delivered to their original purchaser, so that the Bonds will not constitute arbitrage bonds under Section 148 of the Code and the Regulations, and the Trustee hereby agrees to comply with the Company’s written instructions with respect to the investment of money in the funds created under this Indenture so long as such instructions conform to the requirements of the Indenture. Notwithstanding the foregoing, the Company will not direct the Trustee to make investments under this Indenture that conflict with or exceed the limitations set forth in the Tax Documents. The Trustee shall have no responsibility with respect to the compliance by the Company or the Issuer with respect to any covenant herein regarding investments made in accordance herewithwith this Article, other than to use its best reasonable efforts to comply with instructions from the Company regarding such investments. The Governmental Lender acknowledges that Since the investments permitted by this Section have been included at the request of the Company and the making of such investments will be subject to the extent that regulations of Company’s written direction, the Comptroller of Issuer and the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, Trustee specifically disclaim and shall not have any obligation to the extent Company for any loss arising from, or tax consequences of, investments pursuant to the provisions of this Section. Confirmations are not required from the Trustee for permitted investments included in a monthly statement rendered by lawthe Trustee, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations statement need be sent relating to rendered by the security transactions as they occur. In computing Trustee for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]if no investment or income accrual activity occurred in such fund or account during such month.

Investment of Funds. The money moneys held by the Fiscal Agent Trustee shall constitute trust funds for the purposes hereof. Any money moneys attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, be invested by the Fiscal AgentTrustee, at the written direction of the Borrower (orand, in during such time that the case Credit Enhancement Agreement is the Credit Facility, subject to Section 3.1(d) of the Rebate FundCredit Enhancement Agreement, as provided in Section 5.07(b))at least two (2) Business Days prior to the date of investment, in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is moneys are needed; provided, that if the Fiscal Agent Trustee shall have entered into any investment agreement requiring investment of money moneys in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money moneys shall be invested in accordance with such requirements; provided further, that all funds derived from draws on the Credit Facility shall be held uninvested or shall be invested only in Government Obligations or in Qualified Investments of the type described in subparagraph (g) of the definition thereof which, in any case, shall mature or be subject to tender or redemption at par on or prior to the earlier of (i) 30 days from the date of investment or (ii) the date such money is required to be applied pursuant to the provisions of this Indenture. In Except as otherwise provided in the preceding sentence, in the absence of the written direction from of the Borrower, the Fiscal Agent Trustee shall invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement in Government Obligations or Indenture in investments of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth aboveInvestments. Such investments may be made through the investment or securities department of the Fiscal AgentTrustee. All such Qualified Investments purchased with money in any fund or account hereunder shall mature, or shall be subject to redemption or withdrawal without discount or penalty at the option of the Trustee, prior to the next succeeding Interest Payment Date. The Fiscal Agent Trustee may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent If the Trustee does not receive instructions, it shall invest funds in Qualified Investments described in subparagraph (g) of the definition thereof. Any instruction from the Borrower shall be entitled deemed to assume, absent receipt by include a representation that the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is constitutes a Qualified Investment remains and is in accordance with the terms hereof and the Tax Certificate. Amounts on deposit in the Principal Reserve Fund shall be invested and reinvested by the Trustee as provided in the Reimbursement Agreement (or as otherwise agreed to by Freddie Mac) with all such investments attributable to and deemed at all times to be a Qualified Investment thereafterpart of the Principal Reserve Fund. Qualified Investments representing an investment of money moneys attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the General Account of the Revenue Fund, and any loss resulting on the sale thereof shall be charged against General Account of the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money moneys to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money moneys to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money moneys if permitted hereby as an investment of money moneys in that fund or account. For investment purposes the Trustee may commingle the funds and accounts established hereunder (other than the Rebate Fund and the Credit Facility Account). The Fiscal Agent Trustee shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that Unless otherwise confirmed in writing, an account statement delivered periodically by the Trustee to the extent Borrower shall be deemed written confirmation by the Borrower that regulations the investment transactions identified therein accurately reflect the investment directions given to the Trustee by the Borrower unless the Borrower notifies the Trustee in writing to the contrary within thirty days of the Comptroller date of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occursuch statement. In computing for any purpose hereunder hereunder, the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]the lower of cost or par, exclusive of accrued interest.

Investment of Funds. The money Moneys held in any Indenture Fund ------------------- created by the Fiscal Agent and held under this Indenture shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds be invested and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, reinvested in Permitted Investments at the written direction (which may be in the form of a standing instruction) of an Authorized Representative of the Borrower Issuer; provided -------- however, that at any time when (a) a Responsible Officer of the Trustee has ------- received written notice that an Event of Default shall have occurred and be continuing or (b) an Authorized Representative of the Issuer has not timely furnished such a written direction or, in after a request by the case of the Rebate FundTrustee, as provided in Section 5.07(b)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior has not so confirmed a standing instruction to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. In the absence of written direction from the BorrowerTrustee, the Fiscal Agent Trustee shall invest amounts on deposit such moneys only in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments Permitted Investments of the type described specified in subparagraph clause (gvi) of the definition of Qualified Investments which Permitted Investments, provided that the Trustee shall have -------- no obligation to obtain the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fundhighest yield. Such investments shall mature in such amounts and have maturity dates or be sold subject to redemption at the best price obtainable (option of the holder thereof on or prior to maturity as needed for the purposes of such Indenture Funds, but in no event shall such investments mature more than 180 days after the date acquired. The Trustee may at least par) whenever it shall be necessary so any time and from time to do time liquidate any or all of such investments prior to their maturity as needed in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or accounteffect the withdrawals contemplated by this Article III. In the case of event any required transfer of money to another such fund or account, such investments may be transferred are redeemed prior to that fund the ----------- maturity thereof or account in lieu of at any other time, the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent Trustee shall not be liable or responsible for any loss resulting or penalties relating thereto. Any income or gain realized from any investment made in accordance herewithsuch investments shall be deposited into the Indenture Fund from which such moneys came. Any loss shall be charged to the applicable Indenture Fund. The Governmental Lender acknowledges that to Trustee shall not be liable for any such loss other than by reason of its willful misconduct or gross negligence. For purposes of any income tax payable on account of any income or gain on an investment, such income or gain shall be for the extent that regulations account of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]Issuer.

Investment of Funds. The money held by Prior to Notice of Exclusive Control (as defined in the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall beSecurities Account Control Agreement), except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower or the Collateral Manager may, pursuant to written instruction (or, which may be in the case form of the Rebate Fund, as provided in Section 5.07(b)standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months Controlled Accounts in Permitted Investments, from the date of investment and (ii) this Agreement until the date Collection Date. Absent any such money is needed; providedwritten instruction, that if the Fiscal Agent such funds shall have entered into any investment agreement requiring investment of money not be invested. A Permitted Investment acquired with funds deposited in any fund Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or account hereunder in accordance with disposed of prior to its maturity. All such investment agreement and if such investment agreement constitutes a Qualified Investment, such money Permitted Investments shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit registered in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments name of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity Account Bank or its nominee and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to a Controlled Account; provided that compliance shall be the Revenue Fundresponsibility of the Borrower and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. During the occurrence and continuation of a Borrowing Base Deficiency, the Borrower shall deposit in the Collection Account (with respect to investments made hereunder of funds held therein) an amount equal to the amount of any actual loss incurred, in respect of any such investment, promptly upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do incurred, in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case respect of any required transfer investment, or lack of money investment, of funds held in any Controlled Account, other than with respect to another such fund fraud or account, such investments may be transferred to that fund their own gross negligence or account in lieu of the required money if permitted hereby as an investment of money in that fund or accountwillful misconduct. The Fiscal parties hereto acknowledge that Permitted Investments may include those investments in which the Collateral Agent shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 its Affiliates provides services and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]receives reasonable compensation.

Investment of Funds. (a) The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable Lender is hereby authorized and directed to each of allow the funds from time to time transferred or deposited into the Cash Collateral Account to be invested and accounts hereunder shall bereinvested, except so long as otherwise expressly provided hereinno Event of Default has occurred and is continuing, invested by on the Fiscal Agent, at the written direction instructions of the Borrower (provided, that any such instructions given orally shall be confirmed promptly in writing) or, if the Borrower shall fail to give such instructions upon delivery of any such funds, in the case sole discretion of the Rebate FundLender, as provided in Section 5.07(b)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if in no event may the Fiscal Agent shall have entered into Borrower give instructions to the Lender or any investment agreement requiring bank holding the Cash Collateral Account to, nor may the Lender or such bank in its discretion, invest or reinvest funds in the Cash Collateral Account in other than Cash Equivalents. (b) Any net income or gain on the investment of money funds from time to time held in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money the Cash Collateral Account shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions promptly reinvested as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon Cash Collateral Account; and any profit arising net loss on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof such investment shall be charged against the Revenue Fund. Such investments Cash Collateral Account. (c) The Lender shall not be a trustee for any Credit Party, or shall have any obligations or responsibilities, or shall be sold at liable for anything done or not done, in connection with the best price obtainable (at least par) whenever it Cash Collateral Account except for any acts of gross negligence or willful misconduct, except as expressly provided herein and except that the Lender shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In have the case obligations of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of a secured party under the required money if permitted hereby as an investment of money in that fund or accountUCC. The Fiscal Agent Lender shall not have any obligation or responsibility and shall not be liable or responsible in any way for any loss resulting from any investment decision made in accordance herewith. The Governmental Lender acknowledges that to with this Section 11.2 or for any decrease in the extent that regulations value of the Comptroller of investments held in the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing Cash Collateral Account except for any purpose hereunder the amount in any fund acts of gross negligence or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]willful misconduct.

Investment of Funds. (a) The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable is hereby authorized and directed to each of invest and reinvest the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by from time to time deposited in the Fiscal Agent, at Cash Collateral Account or the written direction Concentration Account on the instructions of the Borrower (provided that such notice may be given verbally to be confirmed promptly in writing) or, if the Borrower shall fail to give such instruction upon delivery of any such funds, in the case sole discretion of the Rebate FundAgent, provided that in no event may the Borrower give instructions to the Agent to, or may the Agent in its discretion, invest or reinvest funds in the Cash Collateral Account or the Concentration Account, as provided in Section 5.07(b))the case may be, in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of other than Cash Equivalents described in clause (i) six months from the date of investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments of the type described in subparagraph (g) of the definition of Qualified Investments which shall have Cash Equivalents, or described in clauses (ii) and (iii) of the same maturity and other restrictions as set forth above. Such investments may be made through definition of Cash Equivalents to the extent issued by Chemical Bank. (b) Any net income or gain on the investment of funds from time to time held in the Cash Collateral Account or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliateConcentration Account, as principal or agentthe case may be, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt promptly reinvested by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be as a part of said fund the Cash Collateral Account or accountthe Concentration Account, and, except as otherwise the case may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fundbe, and any net loss resulting on the sale thereof any such investment shall be charged against the Revenue Fund. Such investments Cash Collateral Account or the Concentration Account, as the case may be. (c) Neither the Agent nor the Lenders shall be sold at a trustee for the best price obtainable (at least par) whenever it Borrower or shall have any obligations or responsibilities, or shall be necessary so to do liable for anything done or not done, in order to provide money to make any transferconnection with the Cash Collateral Account or the Concentration Account, withdrawal, payment or disbursement from said fund or account. In as the case may be, except as expressly provided herein and except that the Agent shall have the obligations of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of a secured party under the required money if permitted hereby as an investment of money in that fund or accountUCC. The Fiscal Agent and the Lenders shall not have any obligation or responsibilities and shall not be liable or responsible in any way for any loss resulting from investment decision made pursuant to this Section 10.2 or for any investment made decrease in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations value of the Comptroller of investments held in the Currency Cash Collateral Account or other applicable regulatory agency grant the Governmental Lender Concentration Account, as the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]case may be.

Investment of Funds. The money moneys held by the Fiscal Agent Trustee shall constitute trust funds for the purposes hereof. Any money moneys attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, be invested by the Fiscal AgentTrustee, at the written direction of the Borrower (orand, in during such time that the case Credit Enhancement Agreement is the Credit Facility, subject to Section 3.1(d) of the Rebate FundCredit Enhancement Agreement, as provided in Section 5.07(b))at least two (2) Business Days prior to the date of investment, in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is moneys are needed; provided, that if the Fiscal Agent Trustee shall have entered into any investment agreement requiring investment of money moneys in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money moneys shall be invested in accordance with such requirements; provided further, that all funds derived from draws on the Credit Facility shall be held uninvested or shall be invested only in Government Obligations or in Qualified Investments of the type described in subparagraph (g) of the definition thereof which, in any case, shall mature or be subject to tender or redemption at par on or prior to the earlier of (i) 30 days from the date of investment or (ii) the date such money is required to be applied pursuant to the provisions of this Indenture. In Except as otherwise provided in the preceding sentence, in the absence of the written direction from of the Borrower, the Fiscal Agent Trustee shall invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement in Government Obligations or Indenture in investments of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth aboveInvestments. Such investments may be made through the investment or securities department of the Fiscal AgentTrustee. All such Qualified Investments purchased with money in any fund or account hereunder shall mature, or shall be subject to redemption or withdrawal without discount or penalty at the option of the Trustee, prior to the next succeeding Interest Payment Date. The Fiscal Agent Trustee may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent If the Trustee does not receive instructions, it shall invest funds in Qualified Investments described in subparagraph (g) of the definition thereof. Any instruction from the Borrower shall be entitled deemed to assume, absent receipt by include a representation that the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is constitutes a Qualified Investment remains and is in accordance with the terms hereof and the Tax Certificate. Amounts on deposit in the Principal Reserve Fund shall be invested and reinvested by the Trustee as provided in the Reimbursement Agreement (or as otherwise agreed to by Xxxxxxx Mac) with all such investments attributable to and deemed at all times to be a Qualified Investment thereafterpart of the Principal Reserve Fund. Qualified Investments representing an investment of money moneys attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the General Account of the Revenue Fund, and any loss resulting on the sale thereof shall be charged against General Account of the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money moneys to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money moneys to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money moneys if permitted hereby as an investment of money moneys in that fund or account. For investment purposes the Trustee may commingle the funds and accounts established hereunder (other than the Rebate Fund and the Credit Facility Account). The Fiscal Agent Trustee shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that Unless otherwise confirmed in writing, an account statement delivered periodically by the Trustee to the extent Borrower shall be deemed written confirmation by the Borrower that regulations the investment transactions identified therein accurately reflect the investment directions given to the Trustee by the Borrower unless the Borrower notifies the Trustee in writing to the contrary within thirty days of the Comptroller date of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occursuch statement. In computing for any purpose hereunder hereunder, the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]the lower of cost or par, exclusive of accrued interest.

Investment of Funds. The money held by Prior to delivery of any Notice of Exclusive Control, the Fiscal Collateral Manager may, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall constitute trust be invested in the Standby Investment. A Permitted Investment acquired with funds for deposited in any Controlled Account shall mature not later than the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower Business Day immediately preceding any Payment Date (or, or on such Payment Date in the case of the Rebate Fund, as provided in Section 5.07(b)Permitted Investments issued by BNYM), in Qualified and shall not be sold or disposed of prior to its maturity. All such Permitted Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit registered in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments name of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity Account Bank or its nominee and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to a Controlled Account; provided that compliance shall be the Revenue Fundresponsibility of the Borrower and the Collateral Manager and not the Collateral Agent or Account Bank. All income and gain realized from any such investment, and as well as any interest earned on deposits in any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. The Borrower shall deposit in the Collection Account (with respect to investments made hereunder of funds held therein), an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent or any Lender shall be liable for the amount of any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do incurred, in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case respect of any required transfer investment, or lack of money investment, of funds held in any Controlled Account, other than with respect to another such fund fraud or account, such investments may be transferred to that fund their own gross negligence or account in lieu of the required money if permitted hereby as an investment of money in that fund or accountwillful misconduct. The Fiscal parties hereto acknowledge that Permitted Investments may include those investments in which the Collateral Agent shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency its Affiliates acts as offeror or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 provides services and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]receives reasonable compensation.

Investment of Funds. The money Moneys held in any Indenture Fund created by the Fiscal Agent and held under this Indenture shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds be invested and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, reinvested in Permitted Investments at the written direction (which may be in the form of a standing instruction) of an Authorized Representative of the Borrower Partnership; provided however, that at any time when (a) a Responsible Officer of the Trustee has received written notice that an Event of Default shall have occurred and be continuing or (b) an Authorized Representative of the Partnership has not timely furnished such a written direction or, in after a request by the case of the Rebate FundTrustee, as provided in Section 5.07(b)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior has not so confirmed a standing instruction to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. In the absence of written direction from the BorrowerTrustee, the Fiscal Agent Trustee shall invest amounts on deposit such moneys only in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments Permitted Investments of the type described specified in subparagraph clause (gvi) of the definition of Qualified Investments which Permitted Investments, provided that the Trustee shall have no obligation to obtain the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fundhighest yield. Such investments shall mature in such amounts and have maturity dates or be sold subject to redemption at the best price obtainable (option of the holder thereof on or prior to maturity as needed for the purposes of such Indenture Funds, but in no event shall such investments mature more than 180 days after the date acquired. The Trustee may at least par) whenever it shall be necessary so any time and from time to do time liquidate any or all of such investments prior to their maturity as needed in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or accounteffect the withdrawals contemplated by this Article III. In the case of event any required transfer of money to another such fund or account, such investments may be transferred are redeemed prior to that fund the maturity thereof or account in lieu of at any other time, the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent Trustee shall not be liable or responsible for any loss resulting or penalties relating thereto. Any income or gain realized from any investment made in accordance herewithsuch investments shall be deposited into the Indenture Fund from which such moneys came. Any loss shall be charged to the applicable Indenture Fund. The Governmental Lender acknowledges that to Trustee shall not be liable for any such loss other than by reason of its willful misconduct or gross negligence. For purposes of any income tax payable on account of any income or gain on an investment, such income or gain shall be for the extent that regulations account of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]Partnership.

Investment of Funds. (a) The money held by Master Servicer may direct any depository institution maintaining the Fiscal Agent shall constitute trust funds for Collection Account, the purposes hereof. Any money attributable to each of Pre-Funding Account, the funds Interest Coverage Account and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agentany REO Account, at the written direction of the Borrower Depositor the Trustee may direct any depository institution maintaining the Initial Deposit Account and the Trustee shall direct any depository institution maintaining the Distribution Account (oreach such account, in the case for purposes of the Rebate Fundthis Section 3.12, as provided in Section 5.07(b)an "Investment Account"), to invest the funds in Qualified such Investment Account in one or more Permitted Investments which mature bearing interest or shall be subject to prepayment or withdrawal sold at par without penalty a discount, and maturing, unless payable on or prior to the earlier of demand, (i) six months from no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon or if such investment is managed or advised by a Person other than the Trustee or an Affiliate of investment the Trustee, and (ii) no later than the date on which such money is needed; providedfunds are required to be withdrawn from such account pursuant to this Agreement, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund Trustee is the obligor thereon or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, is managed or advised by the Trustee or any Affiliate. All such money Permitted Investments shall be invested held to maturity, unless payable on demand. Any investment of funds in accordance an Investment Account shall be made in the name of the Trustee (in its capacity as such), or in the name of a nominee of the Trustee. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account, the Pre-Funding Account, the Interest Coverage Account, the Initial Deposit Account and any REO Account and any income and gain realized thereon) over each such requirementsinvestment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee or its nominee. In the absence of written direction from the Borrower, the Fiscal Agent shall invest event amounts on deposit in the funds and accounts established under this Funding Loan Agreement an Investment Account are at any time invested in Government Obligations or in investments of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Permitted Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereofpayable on demand, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]Trustee shall:

Investment of Funds. The money So long as no Event of Default shall have occurred and be continuing, the funds held in any Trust Account may be invested (to the extent practicable and consistent with any requirements of the Code) in Permitted Investments, as directed by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested Affiliated Holder in writing or by telephone or facsimile transmission confirmed in writing by the Fiscal AgentServicer or the Affiliated Holder. In any case, at funds in any Trust Account must be available for withdrawal without penalty, and any Permitted Investments must mature or otherwise be available for withdrawal, not later than three (3) Business Days (except with respect to the written direction Note Distribution Account, Pre-Funding Account and Certificate Distribution Account, which shall be invested on a one (1) Business Day basis) immediately preceding the Distribution Date next following the date of such investment and shall not be sold or disposed of prior to its maturity subject to Section 5.08(b)(2) below. All interest and any other investment earnings on amounts or investments held in any Trust Account shall be deposited into such Trust Account immediately upon receipt by the Borrower (orIndenture Trustee, or in the case of the Rebate FundCertificate Distribution Account, the Owner Trustee or Co-Owner Trustee, as provided applicable. All Permitted Investments in Section 5.07(b))which funds in any Trust Account (other than the Certificate Distribution Account) are invested must be held by or registered in the name of "FIRST BANK NATIONAL ASSOCIATION, AS INDENTURE TRUSTEE, IN TRUST FOR THE FIRSTPLUS ASSET BACKED SECURITIES, SERIES 1996-4". While the Co-Owner Trustee holds the Certificate Distribution Account, all Permitted Investments in Qualified Investments which mature or funds in the Certificate Distribution Account are invested shall be subject to prepayment held by or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit registered in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments name of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate"FIRST BANK NATIONAL ASSOCIATION, as principal or agentAS CO-OWNER TRUSTEE, securities herein authorized. The Fiscal Agent shall be entitled to assumeIN TRUST FOR THE FIRSTPLUS ASSET BACKED SECURITIES, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]SERIES 1996- 4".

Investment of Funds. (a) The money held by the Fiscal Administrative Agent shall constitute trust funds for the purposes hereof. Any money attributable is hereby authorized and directed to each of invest and reinvest the funds from time to time transferred or deposited into the Collection Accounts, or the Fortress Excess Cash Account or the Debt Service Reserve Account, so long as no Event of Default has occurred and accounts hereunder shall beis continuing, except as otherwise expressly provided herein, invested by on the Fiscal Agent, at the written direction instructions of the Borrower Representative (or, in the case of the Rebate Fund, as provided in Section 5.07(b)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if any such instructions given orally shall be promptly confirmed in writing), provided that in no event may the Fiscal Borrower Representative give instructions to the Administrative Agent, or may the Administrative Agent shall have entered into any investment agreement requiring in its discretion, invest or reinvest funds in the Collection Accounts, or the Fortress Excess Cash Account or the Debt Service Reserve Account in other than Cash Equivalents. (b) Any net income or gain on the investment of money funds from time to time held in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money Collection Account shall be invested in accordance with such requirements. In promptly reinvested by the absence of written direction from the Borrower, the Fiscal Administrative Agent shall invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments as part of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or applicable account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any net loss resulting on the sale thereof any such investment shall be charged against such account. (c) None of the Revenue Fund. Such investments Administrative Agent or any other Secured Party shall be sold at the best price obtainable (at least par) whenever it a trustee for theany Borrower, or shall be necessary so liable for anything done or note done, in connection with any Collection Account to do the extent otherwise not in order to provide money to make any transfer, withdrawal, payment violation of this agreement or disbursement from said fund for acts of gross negligence or account. In willful misconduct as determined in a final nonappealable judgment by a court of competent jurisdiction and except that the case Administrative Agent shall have the obligations of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of a secured party under the required money if permitted hereby as an investment of money in that fund or accountUCC. The Fiscal Administrative Agent and the other Secured Parties shall not have any obligation or responsibility and shall not be liable or responsible in any way for any loss resulting from any investment decision made in accordance herewith. The Governmental Lender acknowledges that with this Section 8.05 or for any decrease in the value of the investments held in any Collection Account, except to the extent that regulations resulting from the gross negligence or willful misconduct of the Comptroller such party as determined in a final nonappealable judgment by a court of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]competent jurisdiction.

Investment of Funds. The money held All or a portion of any amounts in the Reserve Accounts shall, so long as no Event of Default has occurred, be invested and reinvested by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each Lender in accordance with written instructions delivered by Borrower, or after an Event of the funds and accounts hereunder shall beDefault has occurred, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (orLender, in one or more Permitted Investments (subject to the case availability of the Rebate Fund, as provided in Section 5.07(b)such Permitted Investments), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of provided, however, that: (i) six months from the maturity of the Permitted Investments on deposit therein shall be at the discretion of Borrower, but in any event no later than the Business Day of or immediately preceding the date of investment on which such funds are reasonably expected to be required to be withdrawn therefrom pursuant to this Agreement and the Cash Management Agreement; (ii) the date such money is needed; providedafter an Event of Default has occurred, that if the Fiscal Agent Borrower shall not have entered into any investment agreement requiring right to direct investment of money the balance in any fund or account hereunder in accordance with Reserve Account; (iii) all such investment agreement and if such investment agreement constitutes a Qualified Investment, such money Permitted Investments shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit held in the funds name of Lender or its servicer and accounts established under this Funding Loan Agreement in Government Obligations or in investments of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fundapplicable Reserve Account; and (iv) if no written investment direction is provided to Lender by Borrower, and Lender may at Lender’s option invest any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do balance in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another each such fund or account, Reserve Account in such investments Permitted Investments as may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or accountselected by Lender. The Fiscal Agent Lender shall not be liable or responsible have no liability for any loss resulting from in investments of funds in any investment made Reserve Account that are invested in accordance herewithPermitted Investments and no such loss shall affect Borrower’s obligation to fund, or liability for funding, any Reserve Account. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency All interest paid or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for earnings on funds deposited into any purpose Reserve Account hereunder the amount in any fund or account on any date, obligations so purchased shall be valued deposited into such Reserve Account. Borrower shall include all earnings on the Reserve Accounts as income of Borrower for federal and applicable state tax purposes. If no written investment direction is provided to Lender by Borrower, Lender may at Fair Market Value. [Reserved]its option invest such amounts in a Permitted Investment selected by Lender.

Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b)), in Qualified a) Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder made in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money applicable law. Moneys held in any Fund or Account shall be invested and reinvested by the Trustee as promptly as practicable, in accordance with a Letter of Instructions of the Commission, in Investment Securities provided, however, that the weighted average maturity of investments in the Debt Service Reserve Fund at any time may not exceed 10 years. If the Trustee fails to receive such requirements. In directions at least one Business Day before the absence of written direction from the Borrowerday on which any amounts are required to be invested, the Fiscal Agent Trustee shall invest such amounts on deposit in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments of the type an Investment Security described in subparagraph clause (ge) of the definition thereof. Notwithstanding any other provision of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice this Trust Agreement to the contrary, that any investment which at Investment Securities in all Funds and Accounts shall mature, or the time principal of purchase is a Qualified and accrued interest on such Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account Securities shall be deemed at all available for withdrawal without penalty, not later than such times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money moneys when needed for payment to make any transfer, withdrawal, payment or disbursement be made from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or accountFunds and Accounts. The Fiscal Agent Trustee shall not be liable responsible for determining whether or not any Investment Securities are legal investments under the laws of the State. The Trustee shall not be responsible for any loss resulting from in any investment made in accordance herewith. The Governmental Lender acknowledges that any Fund or Account. (b) Except as otherwise provided in this subsection or by Supplemental Trust Agreement, interest earned or profits realized from investing any moneys deposited in the Funds and Accounts or any subaccount thereof shall be transferred to the extent that regulations Revenue Fund and applied pursuant to Section 5.07(a). Notwithstanding the foregoing: (i) interest and profits from the Rebate Fund shall be retained in such Fund; (ii) interest and profits from the Hotel Account of the Comptroller Construction Fund shall be deposited in the Hotel Account of the Currency or other applicable regulatory agency grant Construction Fund if received prior to the Governmental Lender Latest Permitted Date for Final Completion; (iii) interest and profits from the right to receive brokerage confirmations Series 201_ Capitalized Interest Account of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased Construction Fund shall be valued at Fair Market Value. deposited into the Series 201_ Capitalized Interest Account; and (iv) interest and profits from the Debt Service Reserve Fund shall be deposited into the Series 201_ Capitalized Interest Account until [ReservedDATE, 20 ], and thereafter into the Debt Service Account to pay interest on Bonds.

Investment of Funds. (a) The money held by Collateral Agent is hereby authorized and directed to invest and reinvest the Fiscal Agent shall constitute trust funds for from time to time deposited into the purposes hereof. Any money attributable to each Prepayment Collateral Account so long as no Event of Default has occurred and is continuing, on the instructions of the funds and accounts hereunder applicable Borrower or RRI (as appropriate) (provided that any such instructions given verbally shall bebe confirmed promptly in writing) or, except if such Borrower or RRI (as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction appropriate) shall fail to give such instructions upon delivery of the Borrower (orany such funds, in the case sole discretion of the Rebate Fund, as provided in Section 5.07(b)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is neededCollateral Agent; provided, that if in no event may any Borrower or RRI give instructions to the Fiscal Collateral Agent shall have entered into to, or may the Collateral Agent in its discretion, invest or reinvest funds in the Prepayment Collateral Account in any investment agreement requiring Investment other than Cash Equivalents. (b) Any net income or gain on the investment of money funds from time to time held in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money the Prepayment Collateral Account shall be invested in accordance with such requirements. In for the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments account of the type described in subparagraph Borrowers or RRI (gas appropriate) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt promptly reinvested by the Fiscal Collateral Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be as a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon Prepayment Collateral Account; and any profit arising net loss on the sale thereof any such investment shall be credited to for the Revenue Fund, account of the Borrowers or RRI (as appropriate) and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments Prepayment Collateral Account. (c) None of the Administrative Agent, the Collateral Agent, the other Agents, the Lenders or the other Credit Agreement Secured Parties shall be sold at a trustee for any of the best price obtainable (at least par) whenever it Credit Parties, or shall have any obligations or responsibilities, or shall be necessary so to do liable for anything done or not done, in order to provide money to make any transferconnection with the Prepayment Collateral Account, withdrawal, payment or disbursement from said fund or accountexcept as expressly provided herein and except that the Collateral Agent shall have the obligations of a secured party under the UCC. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu None of the required money if permitted hereby as an investment of money in that fund Administrative Agent, the Collateral Agent, the other Agents, the Lenders or account. The Fiscal Agent the other Credit Agreement Secured Parties shall not have any obligation or responsibility or shall be liable or responsible in any way for any loss resulting from any investment decision made in accordance herewith. The Governmental Lender acknowledges that to with this Section 9.2 or for any decrease in the extent that regulations value of the Comptroller of investments held in the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]Prepayment Collateral Account.

Investment of Funds. The money So long as no Event of Default shall have occurred and be continuing, the funds held in any Trust Account may be invested (to the extent practicable and consistent with any requirements of the Code) in Permitted Investments, as directed by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested Affiliated Holder in writing or by telephone or facsimile transmission confirmed in writing by the Fiscal AgentServicer or the Affiliated Holder. In any case, at funds in any Trust Account must be available for withdrawal without penalty, and any Permitted Investments must mature or otherwise be available for withdrawal, not later than three (3) Business Days (except with respect to the written direction Note Distribution Account, Pre-Funding Account and Certificate Distribution Account, which shall be invested on a one (1) Business Day basis) immediately preceding the Distribution Date next following the date of such investment and shall not be sold or disposed of prior to its maturity subject to Section 5.08(b)(2) below. All interest and any other investment earnings on amounts or investments held in any Trust Account shall be deposited into such Trust Account immediately upon receipt by the Borrower (orIndenture Trustee, or in the case of the Rebate FundCertificate Distribution Account, the Owner Trustee or Co-Owner Trustee, as provided applicable. All Permitted Investments in Section 5.07(b))which funds in any Trust Account (other than the Certificate Distribution Account) are invested must be held by or registered in the name of "FIRST BANK NATIONAL ASSOCIATION, AS INDENTURE TRUSTEE, IN TRUST FOR THE FIRSTPLUS ASSET BACKED SECURITIES, SERIES 1997-1". While the Co-Owner Trustee holds the Certificate Distribution Account, all Permitted Investments in Qualified Investments which mature or funds in the Certificate Distribution Account are invested shall be subject to prepayment held by or withdrawal at par without penalty on or prior to the earlier of (i) six months from the date of investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. In the absence of written direction from the Borrower, the Fiscal Agent shall invest amounts on deposit registered in the funds and accounts established under this Funding Loan Agreement in Government Obligations or in investments name of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate"FIRST BANK NATIONAL ASSOCIATION, as principal or agentAS CO-OWNER TRUSTEE, securities herein authorized. The Fiscal Agent shall be entitled to assumeIN TRUST FOR THE FIRSTPLUS ASSET BACKED SECURITIES, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value. [Reserved]SERIES 1997-1".