Common use of Permitted Withdrawals Clause in Contracts

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the Sellers, the Servicer or the Depositor for expenses incurred by any of them that are reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amounts; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Servicer shall keep and maintain separate accounting, on a Loan by Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Servicer may may, from time to time as provided herein, make withdrawals from the Certificate Collection Account of amounts deposited in said account pursuant to Section 3.05 that are attributable to the Contracts for the following purposes: (ia) to remit the Amount Available to the Indenture Trustee for deposit in the Note Payment Account to make payments in the amounts and in the manner provided for in Section 8.02 of the Indenture; (b) to pay to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, Originator with respect to each Loan Contract or property acquired in respect thereof that has been purchased repurchased or replaced pursuant to Section 2.02, 2.03 hereof or 3.11Section 3.7 of the Asset Purchase Agreement, all amounts received thereon after and not required to be distributed to Noteholders or Certificateholders as of the date of such purchaseon which the related Principal Balance or Repurchase Price is determined; (viic) to (A) reimburse the Sellers, the Servicer or the Depositor out of Liquidation Proceeds for expenses Liquidation Expenses incurred by any of them that are reimbursable it, to the extent such reimbursement is permitted pursuant to Section 6.03 hereof or (B) 3.09, and to pay to reimburse the Trustee any Trustee Permitted Withdrawal AmountsServicer as provided in Sections 3.08, 3.11, 3.13 and 6.02; (viiid) to withdraw any amount deposited in the Certificate Collection Account and that was not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (xe) to clear and terminate make any rebates or adjustments deemed necessary by the Certificate Account upon termination of this Agreement Servicer pursuant to Section 9.01 hereof3.07(d); or (f) to reimburse the Servicer (1) for any accrued unpaid Monthly Servicing Fees and (2) for unreimbursed Servicing Advances, including Nonrecoverable Advances, to the extent not otherwise retained. The Servicer's right to reimbursement for Servicing Advances that are not Nonrecoverable Advances shall be limited to late collections on the related Contract, including Liquidation Proceeds, Insurance Proceeds and such other amounts as maybe collected by the Servicer from the related Obligor or otherwise relating to the Contract in respect of which such reimbursed amounts are owed. Except with respect to Nonrecoverable Advances, the Servicer's right to reimbursement for unreimbursed Servicing Advances shall be limited to late collections of interest on any Contract and to Liquidation Proceeds and Insurance Proceeds on related Obligors. In addition, expenses incurred by the Servicer in connection with a defaulted Contract which is subsequently reinstated, worked out or cured, shall be reimbursable to the Servicer as a Nonrecoverable Advance at the time of the cure. Since, in connection with withdrawals pursuant to clause (b), the Originator's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Loan Contract by Loan Contract basis, for the purpose of justifying any withdrawal from the Certificate Collection Account pursuant to such subclauses (i)clause. Two Business Days before each Payment Date, (ii)no later than 1:00 p.m. New York time, (iv)the Indenture Trustee shall notify the Servicer of the Interest Deficiency Remedy Amount, (v) and (vi)if any, payable on the Notes for such Payment Date. Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii)One Business Day before each Payment Date, no later than 1:00 p.m. New York time, the Servicer shall deliver remit to the Indenture Trustee an Officer's Certificate of a Servicing Officer indicating for deposit into the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Note Payment Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; Amount Available and (ii) to withdraw and return to from Amounts Held for Future Distribution, the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereofInterest Deficiency Remedy Amount for such Payment Date.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Master Servicer may may, from time to time as provided herein, make withdrawals from the Certificate Custodial Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for the following purposes: (i) to pay reimburse itself or the related Subservicer for previously unreimbursed advances or expenses made pursuant to Sections 3.01(b), 3.08(c), 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by itterms of this Agreement, such withdrawal right of reimbursement pursuant to this subclause (ii) being limited to amounts received on particular Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the Loan(spurchase of a Mortgage Loan pursuant to Section 2.02 or 2.04) in respect which represent (A) Late Collections of Monthly Payments for which any such Advance advance was made, excluding any Purchase Price proceeds received from made in the Servicer case of Advances pursuant to Section 3.11 4.04 and subject to Section 9.01; (iiiB) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made in the case of Servicing Advances; (ii) to pay to itself the Master Servicing Fee (if not previously retained by the Master Servicer) and to the related Subservicer (if not previously retained by such Subservicer) the Primary Servicing Fee; (iii) to remit funds to the Trustee for deposit into the Certificate Account in the amounts and in the manner provided for in Section 4.01; (iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds deposited in the Custodial Account that it is entitled to withdraw pursuant to Section 3.01 or Section 3.06 and 3.07(c); (bv) for unpaid Servicing Fees to pay to itself as provided in Section 3.11 hereofadditional servicing compensation any Foreclosure Profits; (vi) to pay to itself, a Seller, the purchaserDepositor or any other appropriate Person, as the case may be, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased or otherwise transferred pursuant to Section 2.02, 2.03 2.04 or 3.119.01, all amounts received thereon after and not required to be distributed to Certificateholders as of the date of such purchaseon which the related Stated Principal Balance or Purchase Price is determined; (vii) to reimburse itself or any Subservicer for any Nonrecoverable Advance or Nonrecoverable Subservicer Advances in the manner and to the extent provided in subsection (Ac) below or any Advance reimbursable to the Master Servicer pursuant to Section 4.02(a); (viii) to reimburse the Sellersitself, the Servicer Depositor or the Depositor REMIC Administrator for expenses incurred by any of them that are and reimbursable to it, the Depositor or the REMIC Administrator pursuant to Sections 3.13, 3.14(c), 6.03 or 10.01; (ix) to reimburse itself for amounts expended by it (a) pursuant to Section 6.03 hereof 3.14 in good faith in connection with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (i) or (Bviii) to pay to the Trustee any Trustee Permitted Withdrawal Amountsabove; (viiix) to withdraw any amount deposited in the Certificate Custodial Account and that was not required to be deposited therein; (ix) on or prior therein pursuant to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution AccountSection 3.07; and (xxi) to clear and terminate the Certificate Custodial Account upon termination of this Agreement pursuant to Section 9.01 hereof. 9.01. (b) The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Custodial Account pursuant to such subclauses clauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause ) above. (iii), the c) The Master Servicer shall deliver be entitled to reimburse itself or the Trustee an Officer's Certificate related Subservicer for any Advance or Servicing Advance or Subservicer Servicing Advance made in respect of a Servicing Officer indicating Mortgage Loan that the amount of any previous Advance determined by the Master Servicer determines in its sole discretion to be a Nonrecoverable Advance and identifying or a Nonrecoverable Subservicer Advance by withdrawal from the related Loans(s)Custodial Account, and their respective portions prior to any other withdrawals therefrom, of amounts on deposit therein on any Certificate Account Deposit Date succeeding the date of such Nonrecoverable Advancedetermination. (b) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Servicer may may, from time to time as provided herein, make withdrawals from the Certificate Collection Account of amounts deposited in said account pursuant to Section 3.05 that are attributable to the Contracts for the following purposes: (ia) to remit the Amount Available to the Indenture Trustee for deposit in the Note Payment Account to make payments in the amounts and in the manner provided for in Section 8.02 of the Indenture; (b) to pay to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, Originator with respect to each Loan Contract or property acquired in respect thereof that has been purchased repurchased or replaced pursuant to Section 2.02, 2.03 hereof or 3.11Section 3.7 of the Asset Purchase Agreement, all amounts received thereon after and not required to be distributed to Noteholders or Certificateholders as of the date of such purchaseon which the related Principal Balance or Repurchase Price is determined; (viic) to (A) reimburse the Sellers, the Servicer or the Depositor out of Liquidation Proceeds for expenses Liquidation Expenses incurred by any of them that are reimbursable it, to the extent such reimbursement is permitted pursuant to Section 6.03 hereof or (B) 3.09, and to pay to reimburse the Trustee any Trustee Permitted Withdrawal AmountsServicer as provided in Sections 3.08, 3.11, 3.13 and 6.02; (viiid) to withdraw any amount deposited in the Certificate Collection Account and that was not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (xe) to clear and terminate make any rebates or adjustments deemed necessary by the Certificate Account upon termination of this Agreement Servicer pursuant to Section 9.01 hereof3.07(d); or (f) to reimburse the Servicer (1) for any accrued unpaid Monthly Servicing Fees and (2) for unreimbursed Servicing Advances, including Nonrecoverable Advances, to the extent not otherwise retained. The Servicer's right to reimbursement for Servicing Advances that are not Nonrecoverable Advances shall be limited to late collections on the related Contract, including Liquidation Proceeds, Insurance Proceeds and such other amounts as maybe collected by the Servicer from the related Obligor or otherwise relating to the Contract in respect of which such reimbursed amounts are owed. Except with respect to Nonrecoverable Advances, the Servicer's right to reimbursement for unreimbursed Servicing Advances shall be limited to late collections of interest on any Contract and to Liquidation Proceeds and Insurance Proceeds on related Obligors. In addition, expenses incurred by the Servicer in connection with a defaulted Contract which is subsequently reinstated, worked out or cured, shall be reimbursable to the Servicer as a Nonrecoverable Advance at the time of the cure. Since, in connection with withdrawals pursuant to clause (b), the Originator's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Loan Contract by Loan Contract basis, for the purpose of justifying any withdrawal from the Certificate Collection Account pursuant to such subclauses (i)clause. Three Business Days before each Payment Date, (ii)no later than 1:00 p.m. New York time, (iv)the Indenture Trustee shall notify the Servicer of the Interest Deficiency Remedy Amount, (v) and (vi)if any, payable on the Notes for such Payment Date. Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii)Two Business Days before each Payment Date, no later than 1:00 p.m. New York time, the Servicer shall deliver remit to the Indenture Trustee an Officer's Certificate of a Servicing Officer indicating for deposit into the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Note Payment Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; Amount Available and (ii) to withdraw and return to from Amounts Held for Future Distribution, the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereofInterest Deficiency Remedy Amount for such Payment Date.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- ------------------------------------------------------- Distribution Account. ----------------------------------------- (a) The Master Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Master Servicer (to the extent not previously retained by the Master Servicer) the servicing compensation to which it is entitled pursuant to Section 3.133.14, and, subject to Section 3.05(d), and to pay to the Master Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Master Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Master Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Master Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the Master Servicer's right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the SellersSeller, the Master Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the related Available Funds and the Trustee Fee for such Distribution Date and remit such amounts amount to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders, in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to pay to itself the extent not remitted by Trustee Fee for the related Distribution Date; (ii) to pay to the Master Servicer pursuant as additional servicing compensation earnings on or investment income with respect to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held funds in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (iiiii) to withdraw and return to the Master Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iiiiv) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- ------------------------------------------------------- the Distribution Account. --------------------------------------------- (a) The Master Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Master Servicer (to the extent not previously retained by the Master Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), 3.14 and to pay to the Master Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Master Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Master Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Master Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the Master Servicer's right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which that represent late recoveries of the payments for which such Servicing Advances advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master Servicing Fees as provided in Section 3.11 hereof3.11; (vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon on such Mortgage Loan after the date of such purchase; (vii) to (A) reimburse the SellersSeller, the Master Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amounts6.03; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited thereinin the Certificate Account; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the related Available Funds and the Trustee Fee for such Distribution Date and remit such amounts amount to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof9.01. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders, in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to pay to itself the extent not remitted by Trustee Fee for the related Distribution Date; (ii) to pay to the Master Servicer pursuant as additional servicing compensation earnings on or investment income with respect to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held funds in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (iiiii) to withdraw and return to the Master Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iiiiv) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof9.01.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the Sellers, the Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Servicer shall keep and maintain separate accounting, on a Loan by Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) pay to itself any the Trustee Permitted Withdrawal AmountsFee and certain expenses for the related Distribution Date; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Servicer may may, from time to time as provided herein, make withdrawals from the Certificate Collection Account of amounts deposited in said account pursuant to Section 3.05 that are attributable to the Contracts for the following purposes: (ia) to remit the Amount Available to the Indenture Trustee for deposit in the Note Payment Account to make payments in the amounts and in the manner provided for in Section 8.02 of the Indenture; (b) to pay to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, Originator with respect to each Loan Contract or property acquired in respect thereof that has been purchased repurchased or replaced pursuant to Section 2.02, 2.03 hereof or 3.11Section 3.6 of the Manufactured Housing Contract Sale Agreement, all amounts received thereon after and not required to be distributed to Noteholders or Certificateholders as of the date of such purchaseon which the related Principal Balance or Repurchase Price is determined; (viic) to (A) reimburse the Sellers, the Servicer or the Depositor out of Liquidation Proceeds for expenses Liquidation Expenses incurred by any of them that are reimbursable it, to the extent such reimbursement is permitted pursuant to Section 6.03 hereof or (B) 3.09, and to pay to reimburse the Trustee any Trustee Permitted Withdrawal AmountsServicer as provided in Sections 3.08, 3.11, 3.13 and 6.02; (viiid) to withdraw any amount deposited in the Certificate Collection Account and that was not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (xe) to clear and terminate make any rebates or adjustments deemed necessary by the Certificate Account upon termination of this Agreement Servicer pursuant to Section 9.01 hereof3.07(d); or (f) to reimburse the Servicer (1) for any accrued unpaid Monthly Servicing Fees and (2) for unreimbursed Servicing Advances, including Nonrecoverable Advances, to the extent not otherwise retained. The Servicer's right to reimbursement for Servicing Advances that are not Nonrecoverable Advances shall be limited to late collections on the related Contract, including Liquidation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Servicer from the related Obligor or otherwise relating to the Contract in respect of which such reimbursed amounts are owed. Except with respect to Nonrecoverable Advances, the Servicer's right to reimbursement for unreimbursed Servicing Advances shall be limited to late collections of interest on any Contract and to Liquidation Proceeds and Insurance Proceeds on related Obligors. In addition, expenses incurred by the Servicer in connection with a defaulted Contract which is subsequently reinstated, worked out or cured, shall be reimbursable to the Servicer as a Nonrecoverable Advance at the time of the cure . Since, in connection with withdrawals pursuant to clause (b), the Originator's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Loan Contract by Loan Contract basis, for the purpose of justifying any withdrawal from the Certificate Collection Account pursuant to such subclauses (i)clause. Two Business Days before each Payment Date, (ii)no later than 1:00 p.m. New York time, (iv)the Indenture Trustee shall notify the Servicer of the Interest Deficiency Remedy Amount, (v) and (vi)if any, payable on the Notes for such Payment Date. Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii)One Business Day before each Payment Date, no later than 1:00 p.m. New York time, the Servicer shall deliver remit to the Indenture Trustee an Officer's Certificate of a Servicing Officer indicating for deposit into the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Note Payment Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; Amount Available and (ii) to withdraw and return to from Amounts Held for Future Distribution, the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereofInterest Deficiency Remedy Amount for such Payment Date.

Permitted Withdrawals. from the Certificate -------------------------------------------------------- Account and ---------------------------------------------------------------------- Distribution Account. ------------------------------------------------------ (a) The Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the Sellers, the Servicer or the Depositor for expenses incurred by any of them that are reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amounts; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Servicer shall keep and maintain separate accounting, on a Loan by Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- -------------------------------------------------------------------- Distribution Account. --------------------- (a) The Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the Sellers, the Servicer or the Depositor for expenses incurred by any of them that are reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amounts; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Servicer shall keep and maintain separate accounting, on a Loan by Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from From the Certificate Account, Interest Reserve Account, the Additional Interest Account and ---------------------------------------------------------------------- the Distribution Account. ---------------------. (a) The Master Servicer may may, from time to time time, make withdrawals from the Certificate Account for any of the following purposes:purposes (the order set forth below not constituting an order of priority for such withdrawals): (i) to pay remit to the Servicer (Trustee for deposit in the Distribution Account the amounts required to be so deposited pursuant to the extent not previously retained by the Servicerfirst paragraph of Section 3.04(b) the servicing compensation and any amount that may be applied to which it is entitled make P&I Advances pursuant to Section 3.13, and, subject to Section 3.05(d4.03(a), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer Fiscal Agent, the Trustee and itself, in that order, for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing xxxxxxxxxxxx X&X Advances, the Fiscal Agent's, the Trustee's and Master Servicer's right to reimbursement pursuant to this clause (aii) with respect to any P&I Advance (other than Nonrecoverable Advances, which are reimbursable pursuant to clause (vii) below) being limited to amounts that represent Late Collections of interest and principal (net of any related Workout Fee or Principal Recovery Fee) received in respect of the particular Mortgage Loan or REO Loan as to which such P&I Advance was made; (iii) to pay to itself earned and unpaid Master Servicing Fees in respect of each Mortgage Loan and REO Loan, the Master Servicer's right to payment pursuant to this clause (iii) with respect to any Mortgage Loan or REO Loan being limited to amounts received on or in respect of such Loan(sMortgage Loan (whether in the form of payments, Liquidation Proceeds or Insurance Proceeds) which represent late recoveries or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance Proceeds) that are allocable as a recovery of interest thereon; (iv) to pay to the Special Servicer earned and unpaid Special Servicing Fees in respect of each Specially Serviced Mortgage Loan and REO Loan; (v) to pay the Special Servicer (or, if applicable, a predecessor Special Servicer) earned and unpaid Workout Fees or Principal Recovery Fees in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and REO Loan, the Special Servicer's (or, if applicable, any predecessor Special Servicer's) right to payment pursuant to this clause (v) with respect to any such Mortgage Loan or REO Loan being limited to amounts received on or in respect of such Specially Serviced Mortgage Loan or Corrected Mortgage Loan (whether in the form of payments for which or Liquidation Proceeds) or such Servicing Advances were made REO Loan (whether in the form of REO Revenues or Liquidation Proceeds) that are allocable as a recovery of principal or interest thereon (provided that no Principal Recovery Fee shall be payable out of (i) Insurance Proceeds and (ii) any Liquidation Proceeds received in connection with a condemnation or the purchase of any Mortgage Loan or REO Property by a Mortgage Loan Seller pursuant to the Xxxxxxx Mortgage Loan Purchase Agreement or the [Seller] Mortgage Loan Purchase Agreement, by the Majority Subordinate Certificateholder or the Special Servicer as described in Section 3.18(c), Section 3.18(e), Section 3.18(h) or Section 3.18(m), or by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof9.01); (vi) to pay reimburse the Fiscal Agent, the Trustee or itself, in that order, for any unreimbursed Servicing Advances, the Fiscal Agent's, the Trustee's and the Master Servicer's respective rights to the purchaser, reimbursement pursuant to this clause (vi) with respect to each any Servicing Advance being limited to payments made by the related Mortgagor that are allocable to such Servicing Advance, or to Liquidation Proceeds, Insurance Proceeds and, if applicable, REO Revenues received in respect of the particular Mortgage Loan or property acquired in respect thereof that has been purchased pursuant REO Property as to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of which such purchaseServicing Advance was made; (vii) to (A) reimburse the SellersFiscal Agent, the Servicer Trustee or the Depositor itself, in that order, for expenses incurred by any of them unreimbursed Advances that have been or are reimbursable pursuant determined to Section 6.03 hereof be Nonrecoverable Advances or (B) to pay itself, with respect to any Mortgage Loan or any REO Property, any related earned Master Servicing Fee that remained unpaid in accordance with clause (iii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the Trustee any Trustee Permitted Withdrawal Amountsdeposit into the Certificate Account of all amounts received in connection therewith; (viii) at such time as it reimburses the Fiscal Agent, the Trustee or itself, in that order, for any unreimbursed Advance pursuant to withdraw clause (ii), (vi) or (vii) above, to pay the Fiscal Agent, the Trustee or itself, as the case may be, in that order, any interest accrued and payable thereon in accordance with Section 3.03(d) or 4.03(d), as applicable; the Master Servicer's rights to payment pursuant to this clause (viii) with respect to interest on any Advance being permitted to be satisfied (A) out of late payment charges and Penalty Interest collected on or in respect of the related Mortgage Loan and REO Loan, during the Collection Period in which such Advance is reimbursed (the use of such late payment charges and Penalty Interest to be allocated between the Master Servicer and the Special Servicer on a pro rata basis based on the amount deposited of late payment charges and Penalty Interest that the Master Servicer and the Special Servicer have received as additional servicing compensation during such Collection Period), and (B) to the extent that the late payment charges and Penalty Interest described in the immediately preceding clause (A) are insufficient, but only at the same time or after such Advance has been reimbursed, out of general collections on the Mortgage Loans and any REO Properties on deposit in the Certificate Account and not required to be deposited thereinAccount; (ix) on or prior to pay for costs and expenses incurred by the Trust Fund as an Additional Trust Fund Expense pursuant to Section 3.12(a); (x) to pay itself, as additional servicing compensation in accordance with Section 3.11(b), (A) interest and investment income earned in respect of amounts held in the Certificate Account as provided in Section 3.06(b), but only to the extent of the Net Investment Earnings with respect to the Certificate Account for any Collection Period; (B) any Prepayment Interest Excesses (after deduction of the amounts required to be deposited by the Master Servicer in the Certificate Account for the related Distribution Account Deposit DateDate pursuant to Section 3.19(a) in connection with Prepayment Interest Shortfalls); and (C) Penalty Interest and late payment charges (to the extent such Penalty Interest and/or late payment charges were not applied to offset interest on Advances or Additional Trust Fund Expenses pursuant to clause (viii)(A) or Additional Trust Fund Expenses pursuant to Section 3.03(d) or inspection expenses pursuant to Section 3.12(a)); (xi) to pay for the cost of an independent appraiser or other expert in real estate matters retained pursuant to Section 3.03(e), 3.09(a), 3.18 or 4.03(c); (xii) to pay itself, the Special Servicer, the Depositor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03; (xiii) to pay for (A) the advice of counsel and tax accountants contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of Counsel contemplated by Sections 3.09(b)(ii), 3.20(d) and 11.02(a), (C) the cost of an Opinion of Counsel contemplated by Section 11.01(a) or 11.01(c) in connection with any amendment to this Agreement requested by the Master Servicer or the Special Servicer that protects or is in furtherance of the rights and interests of Certificateholders, and (D) the cost of recording this Agreement in accordance with Section 11.02(a); (xiv) to pay itself, the Special Servicer, any of the Mortgage Loan Sellers, the Majority Subordinate Certificateholder or any other Person, as the case may be, with respect to each Mortgage Loan, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase; (xv) to withdraw an amount equal any Interest Reserve Amount and deposit such Interest Reserve Amount into the Interest Reserve Account pursuant to the Available Funds for such Distribution Date and Section 3.04(c); (xvi) to remit such amounts to the Trustee for deposit in into the Additional Interest Account the amounts required to be deposited pursuant to Section 3.04(d); (xvii) to remit to the Trustee for deposit into the Distribution Account the amounts required to be deposited pursuant to Section 3.04(b); (xviii) to pay the cost of any Environmental Assessment or any remedial, corrective or other action pursuant to Section 3.09(c); (xix) to withdraw any amounts deposited in error; (xx) to withdraw any other amounts that this Agreement expressly provides may be withdrawn from the Certificate Account; and (xxxi) to clear and terminate the Certificate Account upon at the termination of this Agreement pursuant to Section 9.01 hereof9.01. The Master Servicer shall keep and maintain separate accountingaccounting records, on a loan-by-loan basis when appropriate, in connection with any withdrawal from the Certificate Account pursuant to clauses (ii)-(xvii) above and such records shall be sufficient to determine the amounts attributable to REMIC I. The Master Servicer shall pay to the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Trustee or the Fiscal Agent from the Certificate Account amounts permitted to be paid to the Special Servicer (or to such third party contractors), the Trustee or the Fiscal Agent therefrom promptly upon receipt of a certificate of a Servicing Officer of the Special Servicer or of a Responsible Officer of the Trustee or the Fiscal Agent, as the case may be, describing the item and amount to which the Special Servicer (or such third party contractors), the Trustee or the Fiscal Agent, as the case maybe, is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Mortgage Loan by Loan and REO Property, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Certificate Account. With respect to each Mortgage Loan for which it makes an Advance, the Trustee and the Fiscal Agent shall similarly keep and maintain separate accounting for each Mortgage Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate for reimbursements of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable AdvanceAdvances or interest thereon. (b) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawnmay, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time time, make withdrawals from the Distribution Account for any of the following purposes:purposes (in no particular order of priority): (i) to make deemed distributions to itself as holder of the extent not remitted by the Servicer REMIC I Regular Interests and to make distributions to Certificateholders on each Distribution Date pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee4.01 or 9.01, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amountsas applicable; (ii) to withdraw pay itself, the Fiscal Agent or any of their directors, officers, employees and return agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05 to the extent not paid pursuant to Section 4.01(i); (iii) to pay itself respective portions of the Trustee Fee as contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans; (iv) to pay for the cost of the Opinions of Counsel sought by it (A) as provided in clause (v) of the definition of "Disqualified Organization", (B) as contemplated by Section 3.20(d), 9.02(a) and 10.01(h), or (C) as contemplated by Section 11.01(a) or 11.01(c) in connection with any amendment to this Agreement requested by the Trustee which amendment is in furtherance of the rights and interests of Certificateholders; (v) to pay any and all federal, state and local taxes imposed on any of the REMICs created hereunder or on the assets or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(i); (vi) to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(f); (vii) to pay to the Master Servicer any amount amounts deposited by the Master Servicer in the Distribution Account and not required to be deposited therein; and (iiiviii) to clear and terminate the Distribution Account upon at the termination of the this Agreement pursuant to Section 9.01 hereof9.01. (c) The Master Servicer shall on each P&I Advance Date to occur in March of each year, withdraw from the Interest Reserve Account and deposit into the Distribution Account in respect of each Interest Reserve Loan, an amount equal to the aggregate of the Interest Reserve Amounts deposited into the Interest Reserve Account pursuant to Section 3.04(c) during the immediately preceding Collection Period and, if applicable, the second preceding Collection Period. (d) The Trustee shall, on any Distribution Date, make withdrawals from the Additional Interest Account to the extent required to make the distributions of Additional Interest required by Section 4.01(b).

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Account, --------------------------------------------------- Distribution Account, Carryover Reserve Fund and the ---------------------------------------------------- Principal Reserve Fund. -------------------------------------------- (a) The Master Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Master Servicer (to the extent not previously retained paid to or withheld by the Master Servicer) the ), as servicing compensation in accordance with Section 3.15, that portion of any payment of interest that equals the Servicing Fee for the period with respect to which it is entitled pursuant to Section 3.13such interest payment was made, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited compensation to the Certificate AccountMaster Servicer, those other amounts set forth in Section 3.15; (ii) to reimburse each of the Master Servicer and the Trustee for unreimbursed Advances made by itit with respect to the Mortgage Loans, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the particular Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds) that represent late recoveries of payments of principal and/or interest on such particular Mortgage Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse pay to the Servicer for applicable Seller any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01Credit Comeback Excess Amount; (iv) to reimburse each of the Master Servicer and the Trustee for Insured Expenses from the related Insurance Proceedsany Nonrecoverable Advance previously made; (v) to reimburse the Master Servicer from Insurance Proceeds for Insured Expenses covered by the related Insurance Policy; (avi) to pay the Master Servicer any unpaid Servicing Fees and to reimburse it for any unreimbursed Servicing Advances, the Master Servicer's right to reimbursement of Servicing Advances pursuant to this clause subclause (avi) with respect to any Mortgage Loan being limited to amounts received on such particular Mortgage Loan(s) which (including, for this purpose, Liquidation Proceeds and purchase and repurchase proceeds) that represent late recoveries of the payments for which such Servicing Advances advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof3.06; (vivii) to pay to the purchaserapplicable Seller, the Depositor or the Master Servicer, as applicable, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.113.12, all amounts received thereon after and not taken into account in determining the date related Stated Principal Balance of such purchaserepurchased Mortgage Loan; (viiviii) to (A) reimburse the Sellersapplicable Seller, the Servicer Master Servicer, the NIM Insurer or the Depositor for expenses incurred by any of them that are in connection with the Mortgage Loans or Certificates and reimbursable pursuant to Section 6.03 hereof or hereof; provided that such amount shall only be withdrawn following the withdrawal from the Certificate Account for deposit into the Distribution Account pursuant to the following paragraph; (Bix) to pay to the Trustee any Trustee Permitted Withdrawal Amountslender-paid primary mortgage insurance premiums; (viiix) to withdraw pursuant to Section 3.05 any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (xxi) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The In addition, no later than 1:00 p.m. Pacific time on the Distribution Account Deposit Date, the Master Servicer shall keep and maintain separate accounting, on a Loan by Loan basis, for the purpose of justifying any withdrawal withdraw from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver remit to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance Interest Remittance Amount and identifying the related Loans(s)Principal Remittance Amount for each Loan Group, and their respective portions of such Nonrecoverable Advance. (b) The the Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the deposit such amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Each Master Servicer may may, from time to time as provided herein, make withdrawals from the Certificate Custodial Account established by it of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans it services for the following purposes: (i) to pay reimburse itself or the related Subservicer for previously unreimbursed advances or expenses made pursuant to Sections 3.01(b), 3.08(c), 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by itterms of this Agreement, such withdrawal right of reimbursement pursuant to this subclause (ii) being limited to amounts received on particular Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the Loan(spurchase of a Mortgage Loan pursuant to Section 2.02 or 2.04) in respect which represent (A) Late Collections of Monthly Payments for which any such Advance advance was made, excluding any Purchase Price proceeds received from made in the Servicer case of Advances pursuant to Section 3.11 4.04 and subject to Section 9.01; (iiiB) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made in the case of Servicing Advances; (ii) to pay to itself the Master Servicing Fee and to the related Subservicer (if not previously retained by such Subservicer) the Primary Servicing Fee; (iii) to remit funds to the Trustee for deposit into the Certificate Account in the amounts and in the manner provided for in Section 4.01; (iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds deposited in the Custodial Account that it is entitled to withdraw pursuant to Section 3.01 or Section 3.06 and 3.07(c); (bv) for unpaid Servicing Fees to pay to itself as provided in Section 3.11 hereofadditional servicing compensation any Foreclosure Profits; (vi) to pay to itself, a Seller, the purchaserDepositor or any other appropriate Person, as the case may be, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased or otherwise transferred pursuant to Section 2.02, 2.03 2.04 or 3.119.01, all amounts received thereon after and not required to be distributed to Certificateholders as of the date of such purchaseon which the related Stated Principal Balance or Purchase Price is determined; (vii) to reimburse itself or any Subservicer for any Nonrecoverable Advance or Nonrecoverable Subservicer Advances in the manner and to the extent provided in subsection (Ac) below or any Advance reimbursable to such Master Servicer pursuant to Section 4.02(a); (viii) to reimburse the Sellersitself, the Servicer Depositor or the Depositor REMIC Administrator for expenses incurred by any of them that are and reimbursable to it or the Depositor pursuant to Sections 3.13, 3.14(c), 6.03 or 10.01; (ix) to reimburse itself for amounts expended by it (a) pursuant to Section 6.03 hereof 3.14 in good faith in connection with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (i) or (Bviii) to pay to the Trustee any Trustee Permitted Withdrawal Amountsabove; (viiix) to withdraw any amount deposited in the Certificate such Custodial Account and that was not required to be deposited therein; (ix) on or prior therein pursuant to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution AccountSection 3.07; and (xxi) to clear and terminate the Certificate Custodial Account upon termination of this Agreement pursuant to Section 9.01 hereof. The 9.01. (b) Each Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate related Custodial Account pursuant to such subclauses clauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause ) above. (iii), the c) Each Master Servicer shall deliver be entitled to reimburse itself or the Trustee an Officer's Certificate related Subservicer for any Advance or Servicing Advance or Subservicer Servicing Advance made in respect of a Servicing Officer indicating the amount of any previous Advance determined by the Mortgage Loan it services that such Master Servicer determines in its sole discretion to be a Nonrecoverable Advance and identifying or a Nonrecoverable Subservicer Advance by withdrawal from the related Loans(s)Custodial Account, and their respective portions prior to any other withdrawals therefrom, of amounts on deposit therein on any Certificate Account Deposit Date succeeding the date of such Nonrecoverable Advancedetermination. (b) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- ------------------------------------------------------ the Distribution Account. --------------------------------------------- (a) The Master Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Master Servicer (to the extent not previously retained by the Master Servicer) the servicing compensation to which it is entitled pursuant to Section 3.133.14, and, subject to Section 3.05(d), and to pay to the Master Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse each of the Master Servicer and the Trustee for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse each of the Master Servicer and the Trustee for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01made by it; (iv) to reimburse the Master Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the Master Servicer's right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Basic Master Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the SellersSeller, the Master Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the related Available Funds and the Trustee Fee (and, if Countrywide Home Loans Servicing LP is not the Master Servicer, an amount equal to the Excess Master Servicing Fee) for such Distribution Date and remit such amounts amount to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to pay to itself the extent not remitted by Trustee Fee for the related Distribution Date; (ii) to pay to the Master Servicer pursuant as additional servicing compensation earnings on or investment income with respect to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held funds in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (iiiii) to withdraw and return to the Master Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and; (iiiiv) to reimburse the Trustee for any unreimbursed Advances made by it pursuant to Section 4.01(b) hereof, such right of reimbursement pursuant to this subclause (iv) being limited to (x) amounts received on the related Mortgage Loan(s) in respect of which any such Advance was made and (y) amounts not otherwise reimbursed to the Trustee pursuant to Section 3.08(a)(ii) hereof; (v) to reimburse the Trustee for any Nonrecoverable Advance previously made by the Trustee pursuant to Section 4.01(b) hereof, such right of reimbursement pursuant to this subclause (v) being limited to amounts not otherwise reimbursed to the Trustee pursuant to Section 3.08(a)(iii) hereof; (vi) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof; and (vii) if Countrywide Home Loans Servicing LP is not the Master Servicer, to pay to Countrywide Home Loans Servicing LP the Excess Master Servicing Fee for the related Distribution Date. (c) [Reserved].

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Servicer may may, from time to time as provided herein, make withdrawals from the Certificate Collection Account of amounts deposited in said account pursuant to Section 3.05 that are attributable to the Assets for the following purposes: (ia) to remit the Amount Available to the Indenture Trustee for deposit in the Note Payment Account to make payments in the amounts and in the manner provided for in Section 8.02 of the Indenture; (b) to pay to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, Originator with respect to each Loan Asset or property acquired in respect thereof that has been purchased repurchased or replaced pursuant to Section 2.02, 2.03 hereof or 3.11Section 3.7 of the Asset Purchase Agreement, all amounts received thereon after and not required to be distributed to Noteholders or Certificateholders as of the date of such purchaseon which the related Principal Balance or Repurchase Price is determined; (viic) to (A) reimburse the Sellers, the Servicer or the Depositor out of Liquidation Proceeds for expenses Liquidation Expenses incurred by any of them that are reimbursable it, to the extent such reimbursement is permitted pursuant to Section 6.03 hereof or (B) 3.09, and to pay to reimburse the Trustee any Trustee Permitted Withdrawal AmountsServicer as provided in Sections 3.08, 3.11, 3.13 and 6.02; (viiid) to withdraw any amount deposited in the Certificate Collection Account and that was not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (xe) to clear and terminate make any rebates or adjustments deemed necessary by the Certificate Account upon termination of this Agreement Servicer pursuant to Section 9.01 hereof3.07(d); or (f) to reimburse the Servicer (1) for any accrued unpaid Monthly Servicing Fees and (2) for unreimbursed Servicing Advances, including Nonrecoverable Advances, to the extent not otherwise retained. The Servicer's right to reimbursement for Servicing Advances that are not Nonrecoverable Advances shall be limited to late collections on the related Asset, including Liquidation Proceeds, Insurance Proceeds and such other amounts as maybe collected by the Servicer from the related Obligor or otherwise relating to the Asset in respect of which such reimbursed amounts are owed. Except with respect to Nonrecoverable Advances, the Servicer's right to reimbursement for unreimbursed Servicing Advances shall be limited to late collections of interest on any Asset and to Liquidation Proceeds and Insurance Proceeds on related Obligors. In addition, expenses incurred by the Servicer in connection with a defaulted Asset which is subsequently reinstated, worked out or cured, shall be reimbursable to the Servicer as a Nonrecoverable Advance at the time of the cure. Since, in connection with withdrawals pursuant to clause (b), the Originator's entitlement thereto is limited to collections or other recoveries on the related Asset, the Servicer shall keep and maintain separate accounting, on a Loan Asset by Loan Asset basis, for the purpose of justifying any withdrawal from the Certificate Collection Account pursuant to such subclauses (i)clause. Two Business Days before each Payment Date, (ii)no later than 1:00 p.m. New York time, (iv)the Indenture Trustee shall notify the Servicer of the Interest Deficiency Remedy Amount, (v) and (vi)if any, payable on the Notes for such Payment Date. Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii)One Business Day before each Payment Date, no later than 1:00 p.m. New York time, the Servicer shall deliver remit to the Indenture Trustee an Officer's Certificate of a Servicing Officer indicating for deposit into the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Note Payment Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; Amount Available and (ii) to withdraw and return to from Amounts Held for Future Distribution, the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereofInterest Deficiency Remedy Amount for such Payment Date.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Each Master Servicer may may, from time to time as provided herein, make withdrawals from the Certificate Custodial Account established by it of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans it services for the following purposes: (i) to pay reimburse itself or the related Subservicer for previously unreimbursed advances or expenses made pursuant to Sections 3.01(b), 3.08(c), 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by itterms of this Agreement, such withdrawal right of reimbursement pursuant to this subclause (ii) being limited to amounts received on particular Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the Loan(spurchase of a Mortgage Loan pursuant to Section 2.02 or 2.04) in respect which represent (A) Late Collections of Monthly Payments for which any such Advance advance was made, excluding any Purchase Price proceeds received from made in the Servicer case of Advances pursuant to Section 3.11 4.04 and subject to Section 9.01; (iiiB) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made in the case of Servicing Advances; (ii) to pay to itself the Master Servicing Fee and to the related Subservicer (if not previously retained by such Subservicer) the Primary Servicing Fee; (iii) to remit funds to the Trustee for deposit into the Certificate Account in the amounts and in the manner provided for in Section 4.01; (iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds deposited in the Custodial Account that it is entitled to withdraw pursuant to Section 3.01 or Section 3.06 and 3.07(c); (bv) for unpaid Servicing Fees to pay to itself as provided in Section 3.11 hereofadditional servicing compensation any Foreclosure Profits; (vi) to pay to itself, a Seller, the purchaserDepositor or any other appropriate Person, as the case may be, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased or otherwise transferred pursuant to Section 2.02, 2.03 2.04 or 3.119.01, all amounts received thereon after and not required to be distributed to Certificateholders as of the date of such purchaseon which the related Stated Principal Balance or Purchase Price is determined; (vii) to reimburse itself or any Subservicer for any Nonrecoverable Advance or Nonrecoverable Subservicer Advances in the manner and to the extent provided in subsection (Ac) below or any Advance reimbursable to such Master Servicer pursuant to Section 4.02(a); (viii) to reimburse the Sellers, the Servicer itself or the Depositor for expenses incurred by any of them that are and reimbursable to it or the Depositor pursuant to Sections 3.13, 3.14(c), 6.03 or 10.01; (ix) to reimburse itself for amounts expended by it (a) pursuant to Section 6.03 hereof 3.14 in good faith in connection with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (i) or (Bviii) to pay to the Trustee any Trustee Permitted Withdrawal Amountsabove; (viiix) to withdraw any amount deposited in the Certificate such Custodial Account and that was not required to be deposited therein; (ix) on or prior therein pursuant to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution AccountSection 3.07; and (xxi) to clear and terminate the Certificate Custodial Account upon termination of this Agreement pursuant to Section 9.01 hereof. The 9.01. (b) Each Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate related Custodial Account pursuant to such subclauses clauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause ) above. (iii), the c) Each Master Servicer shall deliver be entitled to reimburse itself or the Trustee an Officer's Certificate related Subservicer for any Advance or Servicing Advance or Subservicer Servicing Advance made in respect of a Servicing Officer indicating the amount of any previous Advance determined by the Mortgage Loan it services that such Master Servicer determines in its sole discretion to be a Nonrecoverable Advance and identifying or a Nonrecoverable Subservicer Advance by withdrawal from the related Loans(s)Custodial Account, and their respective portions prior to any other withdrawals therefrom, of amounts on deposit therein on any Certificate Account Deposit Date succeeding the date of such Nonrecoverable Advancedetermination. (b) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Each Master Servicer may may, from time to time as provided herein, make withdrawals from the Certificate Custodial Account established by it of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans it services for the following purposes: (i) to pay reimburse itself or the related Subservicer for previously unreimbursed advances or expenses made pursuant to Sections 3.01(b), 3.08(c), 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by itterms of this Agreement, such withdrawal right of reimbursement pursuant to this subclause (ii) being limited to amounts received on particular Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the Loan(spurchase of a Mortgage Loan pursuant to Section 2.02 or 2.04) in respect which represent (A) Late Collections of Monthly Payments for which any such Advance advance was made, excluding any Purchase Price proceeds received from made in the Servicer case of Advances pursuant to Section 3.11 4.04 and subject to Section 9.01; (iiiB) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made in the case of Servicing Advances; (ii) to pay to itself the Master Servicing Fee and to the related Subservicer (if not previously retained by such Subservicer) the Primary Servicing Fee; (iii) to remit funds to the Trustee for deposit into the Certificate Account in the amounts and in the manner provided for in Section 4.01; (iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds deposited in the Custodial Account that it is entitled to withdraw pursuant to Section 3.01 or Section 3.06 and 3.07(c); (bv) for unpaid Servicing Fees to pay to itself as provided in Section 3.11 hereofadditional servicing compensation any Foreclosure Profits; (vi) to pay to itself, a Seller, the purchaserDepositor or any other appropriate Person, as the case may be, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased or otherwise transferred pursuant to Section 2.02, 2.03 2.04 or 3.119.01, all amounts received thereon after and not required to be distributed to Certificateholders as of the date of such purchaseon which the related Stated Principal Balance or Purchase Price is determined; (vii) to reimburse itself or any Subservicer for any Nonrecoverable Advance or Nonrecoverable Subservicer Advances in the manner and to the extent provided in subsection (Ac) below or any Advance reimbursable to such Master Servicer pursuant to Section 4.02(a); (viii) to reimburse the Sellers, the Servicer itself or the Depositor for expenses incurred by any of them that are and reimbursable to it or the Depositor pursuant to Sections 3.13, 3.14(c), 6.03 or 10.01; (ix) to reimburse itself for amounts expended by it (a) pursuant to Section 6.03 hereof 3.14 in good faith in connection with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (i) or (Bviii) to pay to the Trustee any Trustee Permitted Withdrawal Amountsabove; (viiix) to withdraw any amount deposited in the Certificate such Custodial Account and that was not required to be deposited therein; (ix) on or prior therein pursuant to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution AccountSection 3.07; and (xxi) to clear and terminate the Certificate Custodial Account upon termination of this Agreement pursuant to Section 9.01 hereof. The 9.01. (b) Each Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate related Custodial Account pursuant to such subclauses clauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause ) above. (iii), the c) Each Master Servicer shall deliver be entitled to reimburse itself or the Trustee an Officer's Certificate related Subservicer for any Advance or Servicing Advance or Subservicer Servicing Advance made in respect of a Servicing Officer indicating the amount of any previous Advance determined by the Mortgage Loan it services that such Master Servicer determines in its sole discretion to be a Nonrecoverable Advance and identifying or a Nonrecoverable Subservicer Advance by withdrawal from the related Loans(s)Custodial Account, and their respective portions prior to any other withdrawals therefrom, of amounts on deposit therein on any Certificate Account Deposit Date succeeding the date of such Nonrecoverable Advancedetermination. (bd) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account Reserve Fund on behalf of the Trust Fund for the following purposes: (i) on or prior to each Certificate Account Deposit Date, to withdraw from the Reserve Fund to the extent not remitted by funds are available therein an amount equal to the Servicer pursuant lesser of (a) any Net Prepayment Interest Shortfall allocable to Section 3.08(a)(vii)(Bthe Class A-5 Certificates for the related Distribution Date and (b) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held amount on deposit in the Reserve Fund, and remit such amount to the Certificate Account for distribution to the Class A-5 Certificateholders on such Distribution Account) to itself any Trustee Permitted Withdrawal Amounts;Date; and (ii) to withdraw and return to on the Servicer any amount deposited in earlier of (a) the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate Date on which the Distribution Account upon termination Certificate Principal Balance of the Agreement pursuant Class A-5 Certificates is reduced to Section 9.01 hereof.zero and (b) the

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Servicer may shall, from time to time as provided herein, make withdrawals from the Certificate Collection Account of amounts deposited in said account pursuant to Section 5.5 that are attributable to the Contracts for the purpose of making any mandatory prepayments in respect of Contracts repurchased by Seller under Section 3.5. (b) The Servicer may, from time to time as provided herein, make withdrawals from the Collection Account of amounts deposited in said account pursuant to Section 5.5 that are attributable to the Contracts for the following purposes: (i) to pay to the Servicer (Seller with respect to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled each Contract or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.133.5, and, subject all amounts received thereon and not required to Section 3.05(d), be distributed to pay to Mortgage SPV as of the Servicer, as additional servicing compensation, earnings date on which the related Principal Balance or investment income with respect to funds in or credited to the Certificate AccountRepurchase Price is determined; (ii) to reimburse the Servicer out of Liquidation Proceeds for unreimbursed Advances made Liquidation Expenses incurred by it, to the extent such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer is permitted pursuant to Section 3.11 5.9, and subject to Section 9.01reimburse the Servicer as provided in Sections 5.8, 5.11, 5.13 and 7.2; (iii) to reimburse withdraw any amount deposited in the Servicer for any Nonrecoverable Advance previously made, except Collection Account that the Servicer shall no longer was not required to be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01deposited therein; (iv) to reimburse make any rebates or adjustments deemed necessary by the Servicer for Insured Expenses from the related Insurance Proceedspursuant to Section 5.7(d); (v) to reimburse the Servicer (1) for any accrued unpaid Monthly Servicing Fees and (a2) for unreimbursed Servicing Advances, including Nonrecoverable Advances, to the extent not otherwise retained. The Servicer's ’s right to reimbursement pursuant for Servicing Advances that are not Nonrecoverable Advances shall be limited to this clause (a) late collections on the related Contract, including Liquidation Proceeds, Insurance Proceeds and such other amounts as maybe collected by the Servicer from the related Obligor or otherwise relating to the Contract in respect of which such reimbursed amounts are owed. Except with respect to any Loan being Nonrecoverable Advances, the Servicer’s right to reimbursement for unreimbursed Servicing Advances shall be limited to amounts received late collections of interest on such Loan(s) any Contract and to Liquidation Proceeds and Insurance Proceeds on related Obligors. In addition, expenses incurred by the Servicer in connection with a defaulted Contract which represent late recoveries is subsequently reinstated, worked out or cured, shall be reimbursable to the Servicer as a Nonrecoverable Advance at the time of the payments for which such Servicing Advances were made cure. Since, in connection with withdrawals pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the Sellers5.6(b)(v), the Servicer Seller’s entitlement thereto is limited to collections or other recoveries on the Depositor for expenses incurred by any of them that are reimbursable pursuant to Section 6.03 hereof or (B) to pay to related Contract, the Trustee any Trustee Permitted Withdrawal Amounts; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Servicer shall keep and maintain separate accounting, on a Loan Contract by Loan Contract basis, for the purpose of justifying any withdrawal from the Certificate Collection Account pursuant to such subclauses (i), (ii), (iv), (v) and clause; (vi). Prior ) to making any withdrawal from the Certificate Account pursuant to subclause (iii), reimburse the Servicer shall deliver for amounts in respect of indemnification or other amounts to which it is entitled under this Agreement, including under Section 8.8; (vii) to make payments owing under the Trustee an Officer's Certificate Credit Agreement and the other Loan Documents (as defined in the Credit Agreement); and (viii) to make payments or distributions required or permitted under the Limited Liability Company Agreement of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable AdvanceMortgage SPV. (bc) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawnMortgage SPV may, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time time, make withdrawals from the Distribution Account for Collection Account, so long as not prohibited under the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereofCredit Agreement.

Permitted Withdrawals. from the Certificate ------------------------------------------ Account and ---------------------------------------------------------------------- Distribution Account. ----------------------------------------------------- (a) The Master Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Master Servicer (to the extent not previously retained by the Master Servicer) the servicing compensation to which it is entitled pursuant to Section 3.133.14, and, subject to Section 3.05(d), and to pay to the Master Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Master Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Master Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Master Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the Master Servicer's right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the SellersSeller, the Master Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the related Available Funds and the Trustee Fee for such Distribution Date and remit such amounts amount to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders, in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to pay to itself the extent not remitted by Trustee Fee for the related Distribution Date; (ii) to pay to the Master Servicer pursuant as additional servicing compensation earnings on or investment income with respect to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held funds in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (iiiii) to withdraw and return to the Master Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iiiiv) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from From the Certificate Account, Interest Reserve Account, the Additional Interest Account and ---------------------------------------------------------------------- the Distribution Account. ---------------------. (a) The Master Servicer may may, from time to time time, make withdrawals from the Certificate Account for any of the following purposes:purposes (the order set forth below not constituting an order of priority for such withdrawals): (i) to pay remit to the Servicer (Trustee for deposit in the Distribution Account the amounts required to be so deposited pursuant to the extent not previously retained by the Servicerfirst paragraph of Section 3.04(b) the servicing compensation and any amount that may be applied to which it is entitled make P&I Advances pursuant to Section 3.13, and, subject to Section 3.05(d4.03(a), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer Fiscal Agent, the Trustee and itself, in that order, for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing xxxxxxxxxxxx X&X Advances, the Fiscal Agent's, the Trustee's and Master Servicer's right to reimbursement pursuant to this clause (aii) with respect to any P&I Advance (other than Nonrecoverable Advances, which are reimbursable pursuant to clause (vii) below) being limited to amounts that represent Late Collections of interest and principal (net of any related Workout Fee or Principal Recovery Fee) (A) received in respect of the particular Mortgage Loan or REO Loan as to which such P&I Advance was made and (B) if the P&I Advance was made in respect to an AB Mortgage Loan, received in respect of the related Companion Loan; (iii) to pay to itself earned and unpaid Master Servicing Fees in respect of each Mortgage Loan and REO Loan, and, to the extent not paid pursuant to Section 3.04(e) or Section 4.01(i), the Master Servicing Fee in respect of the Radisson Companion Loan and the TRW Companion Loan, the Master Servicer's right to payment pursuant to this clause (iii) with respect to any Mortgage Loan or REO Loan being limited to amounts received on or in respect of such Loan(sMortgage Loan (whether in the form of payments, Liquidation Proceeds or Insurance Proceeds) which represent late recoveries or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance Proceeds) that are allocable as a recovery of interest thereon; (iv) to pay to the Special Servicer earned and unpaid Special Servicing Fees in respect of each Specially Serviced Mortgage Loan and REO Loan; (v) to pay the Special Servicer (or, if applicable, a predecessor Special Servicer) earned and unpaid Workout Fees or Principal Recovery Fees in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and REO Loan, the Special Servicer's (or, if applicable, any predecessor Special Servicer's) right to payment pursuant to this clause (v) with respect to any such Mortgage Loan or REO Loan being limited to amounts received on or in respect of such Specially Serviced Mortgage Loan or Corrected Mortgage Loan (whether in the form of payments for which or Liquidation Proceeds) or such Servicing Advances were made REO Loan (whether in the form of REO Revenues or Liquidation Proceeds) that are allocable as a recovery of principal or interest thereon (provided that no Principal Recovery Fee shall be payable out of (i) Insurance Proceeds and (ii) any Liquidation Proceeds received in connection with a condemnation or the purchase of any Mortgage Loan or REO Property by a Mortgage Loan Seller pursuant to the Xxxxxxx Mortgage Loan Purchase Agreement or the Wachovia Mortgage Loan Purchase Agreement, by the Majority Subordinate Certificateholder, the Companion Holder, the Abbey Mezzanine Lender or the Special Servicer as described in Section 3.18(c), Section 3.18(e), Section 3.18(h), Section 3.18(m) or 3.26(d), or by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder pursuant to Section 3.01 or 9.01) provided, however, with respect to Section 3.06 3.18(m) that if the Abbey Mezzanine Lender does not exercise its right to purchase the applicable Mortgage Loan within the 15 day time period pursuant to the Abbey Intercreditor Agreement, with respect to any purchase of the applicable Mortgage Loan, the Abbey Mezzanine Lender will be required to pay an amount equal to 1% of the purchase price of the applicable Mortgage Loan to the Special Servicer as a Principal Recovery Fee (and (b) for unpaid Servicing Fees as provided in Section 3.11 hereofsuch Principal Recovery Fee will not be an expense of the Trust); (vi) to pay reimburse the Fiscal Agent, the Trustee or itself, in that order, for any unreimbursed Servicing Advances, the Fiscal Agent's, the Trustee's and the Master Servicer's respective rights to the purchaser, reimbursement pursuant to this clause (vi) with respect to each any Servicing Advance being limited to payments made by the related Mortgagor that are allocable to such Servicing Advance, or to Liquidation Proceeds, Insurance Proceeds and, if applicable, REO Revenues received in respect of the particular Mortgage Loan, Companion Loan or property acquired in respect thereof that has been purchased pursuant REO Property as to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of which such purchaseServicing Advance was made; (vii) to (A) reimburse the SellersFiscal Agent, the Servicer Trustee or the Depositor itself, in that order, for expenses incurred by any of them unreimbursed Advances that have been or are reimbursable pursuant determined to Section 6.03 hereof be Nonrecoverable Advances or (B) to pay itself, with respect to any Mortgage Loan, the Trustee Radisson Companion Loan or any Trustee Permitted Withdrawal AmountsREO Property, any related earned Master Servicing Fee that remained unpaid in accordance with clause (iii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Certificate Account of all amounts received in connection therewith; (viii) at such time as it reimburses the Fiscal Agent, the Trustee or itself, in that order, for any unreimbursed Advance pursuant to withdraw clause (ii), (vi) or (vii) above, to pay the Fiscal Agent, the Trustee or itself, as the case may be, in that order, any interest accrued and payable thereon in accordance with Section 3.03(d) or 4.03(d), as applicable; the Master Servicer's rights to payment pursuant to this clause (viii) with respect to interest on any Advance being permitted to be satisfied (A) subject to the terms of the related Intercreditor Agreement with respect to each Loan Pair, out of late payment charges and Penalty Interest collected on or in respect of the related Mortgage Loan and if the Advance was made with respect to an AB Mortgage Loan, out of such amounts collected on or in respect of the related Companion Loan) and REO Loan, during the Collection Period in which such Advance is reimbursed (the use of such late payment charges and Penalty Interest to be allocated between the Master Servicer and the Special Servicer on a pro rata basis based on the amount deposited of late payment charges and Penalty Interest that the Master Servicer and the Special Servicer have received as additional servicing compensation during such Collection Period), and (B) to the extent that the late payment charges and Penalty Interest described in the immediately preceding clause (A) are insufficient, but only at the same time or after such Advance has been reimbursed, out of general collections on the Mortgage Loans, Companion Loans and any REO Properties on deposit in the Certificate Account and not required to be deposited thereinAccount; (ix) on or prior to pay for costs and expenses incurred by the Trust Fund as an Additional Trust Fund Expense pursuant to Section 3.12(a); (x) to pay itself, as additional servicing compensation in accordance with Section 3.11(b), (A) interest and investment income earned in respect of amounts held in the Certificate Account as provided in Section 3.06(b), but only to the extent of the Net Investment Earnings with respect to the Certificate Account for any Collection Period; (B) any Prepayment Interest Excesses (after deduction of the amounts required to be deposited by the Master Servicer in the Certificate Account for the related Distribution Account Deposit DateDate pursuant to Section 3.19(a) in connection with Prepayment Interest Shortfalls); and (C) Penalty Interest and late payment charges (to the extent such Penalty Interest and/or late payment charges were not applied to offset interest on Advances or Additional Trust Fund Expenses pursuant to clause (viii)(A) or Additional Trust Fund Expenses pursuant to Section 3.03(d) or inspection expenses pursuant to Section 3.12(a)); (xi) to pay for the cost of an independent appraiser or other expert in real estate matters retained pursuant to Section 3.03(e), 3.09(a), 3.18 or 4.03(c); (xii) to pay itself, the Special Servicer, the Depositor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03; (xiii) to pay for (A) the advice of counsel and tax accountants contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of Counsel contemplated by Sections 3.09(b)(ii), 3.20(d) and 11.02(a), (C) the cost of an Opinion of Counsel contemplated by Section 11.01(a) or 11.01(c) in connection with any amendment to this Agreement requested by the Master Servicer or the Special Servicer that protects or is in furtherance of the rights and interests of Certificateholders, and (D) the cost of recording this Agreement in accordance with Section 11.02(a); (xiv) to pay itself, the Special Servicer, any of the Mortgage Loan Sellers, the Majority Subordinate Certificateholder, any Companion Holder or any other Person, as the case may be, with respect to each Mortgage Loan, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase; (xv) to withdraw an amount equal any Interest Reserve Amount and deposit such Interest Reserve Amount into the Interest Reserve Account pursuant to the Available Funds for such Distribution Date and Section 3.04(c); (xvi) to remit such amounts to the Trustee for deposit in into the Additional Interest Account the amounts required to be deposited pursuant to Section 3.04(d); (xvii) to remit to the Trustee for deposit into the Distribution Account the amounts required to be deposited pursuant to Section 3.04(b); (xviii) to remit to the Companion Paying Agent for deposit in each Companion Distribution Account the amounts required to be deposited pursuant to Section 3.04(f); (xix) to pay the cost of any Environmental Assessment or any remedial, corrective or other action pursuant to Section 3.09(c); (xx) to withdraw any amounts deposited in error; (xxi) to withdraw any other amounts that this Agreement expressly provides may be withdrawn from the Certificate Account; and (xxxii) to clear and terminate the Certificate Account upon at the termination of this Agreement pursuant to Section 9.01 hereof9.01. The Master Servicer shall keep and maintain separate accountingaccounting records, on a loan-by-loan basis when appropriate, in connection with any withdrawal from the Certificate Account pursuant to clauses (ii)-(xviii) above and such records shall be sufficient to determine the amounts attributable to REMIC I. The Master Servicer shall, to the extent permitted by the terms of the related Intercreditor Agreement, make claims for reimbursement from the related Companion Holder in connection with related Servicing Advances and interest thereon and other related expenses so as to minimize the total amount of withdrawals on the Certificate Account for such items. Notwithstanding anything in this Section 3.05(a) to the contrary, in no event shall the Master Servicer withdraw from funds on deposit in the Certificate Account any amount to be applied to, or to provide reimbursement for, any amounts referenced in this Section 3.05(a) (other than amounts referenced in clause (xviii)) which relate to any Companion Loan by to the extent the related AB Mortgage Loan has been paid in full in a prior Collection Period. The Master Servicer shall pay to the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Trustee or the Fiscal Agent from the Certificate Account amounts permitted to be paid to the Special Servicer (or to such third party contractors), the Trustee or the Fiscal Agent therefrom promptly upon receipt of a certificate of a Servicing Officer of the Special Servicer or of a Responsible Officer of the Trustee or the Fiscal Agent, as the case may be, describing the item and amount to which the Special Servicer (or such third party contractors), the Trustee or the Fiscal Agent, as the case maybe, is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Mortgage Loan and REO Property, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Certificate Account. With respect to each Mortgage Loan for which it makes an Advance, the Trustee and the Fiscal Agent shall similarly keep and maintain separate accounting for each Mortgage Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate for reimbursements of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable AdvanceAdvances or interest thereon. (b) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawnmay, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time time, make withdrawals from the Distribution Account for any of the following purposes:purposes (in no particular order of priority): (i) to make deemed distributions to itself as holder of the extent not remitted by the Servicer REMIC I Regular Interests and to make distributions to Certificateholders on each Distribution Date pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee4.01 or 9.01, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amountsas applicable; (ii) to withdraw pay itself, the Fiscal Agent or any of their directors, officers, employees and return agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05 to the extent not paid pursuant to Section 4.01(i); (iii) to pay itself respective portions of the Trustee Fee as contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans; (iv) to pay for the cost of the Opinions of Counsel sought by it (A) as provided in clause (v) of the definition of "Disqualified Organization", (B) as contemplated by Section 3.20(d), 9.02(a) and 10.01(h), or (C) as contemplated by Section 11.01(a) or 11.01(c) in connection with any amendment to this Agreement requested by the Trustee which amendment is in furtherance of the rights and interests of Certificateholders; (v) to pay any and all federal, state and local taxes imposed on any of the REMICs created hereunder or on the assets or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(i); (vi) to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(f); (vii) to pay to the Master Servicer any amount amounts deposited by the Master Servicer in the Distribution Account and not required to be deposited therein; and (iiiviii) to clear and terminate the Distribution Account upon at the termination of the this Agreement pursuant to Section 9.01 hereof9.01. (c) The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account as contemplated by Section 4.01(i). (d) The Master Servicer shall on each P&I Advance Date to occur in March of each year, withdraw from the Interest Reserve Account and deposit into the Distribution Account in respect of each Interest Reserve Loan, an amount equal to the aggregate of the Interest Reserve Amounts deposited into the Interest Reserve Account pursuant to Section 3.04(c) during the immediately preceding Collection Period and, if applicable, the second preceding Collection Period. (e) The Trustee shall, on any Distribution Date, make withdrawals from the Additional Interest Account to the extent required to make the distributions of Additional Interest required by Section 4.01(b).

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- --------------------------------------------------------- Distribution Account. ----------------------------------------- (a) The Master Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Master Servicer (to the extent not previously retained by the Master Servicer) the servicing compensation to which it is entitled pursuant to Section 3.133.14, and, subject to Section 3.05(d), and to pay to the Master Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Master Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Master Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Master Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the Master Servicer's right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the SellersSeller, the Master Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the related Available Funds and the Trustee Fee for such Distribution Date and remit such amounts amount to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders, in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to pay to itself the extent not remitted by Trustee Fee for the related Distribution Date; (ii) to pay to the Master Servicer pursuant as additional servicing compensation earnings on or investment income with respect to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held funds in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (iiiii) to withdraw and return to the Master Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iiiiv) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from From the Certificate Account, Interest Reserve Account, the Additional Interest Account and ---------------------------------------------------------------------- the Distribution Account. ------------------------------------------------------------------------ (a) The Master Servicer may may, from time to time time, make withdrawals from the Certificate Account for any of the following purposes:purposes (the order set forth below not constituting an order of priority for such withdrawals): (iA) to pay remit to the Servicer (Paying Agent for deposit in the Distribution Account the amounts required to be so deposited pursuant to the extent not previously retained by the Servicerfirst paragraph of Section 3.04(b) the servicing compensation and any amount that may be applied to which it is entitled make P&I Advances pursuant to Section 3.13, and, subject 4.03(a); and (v) to remit to the Companion Paying Agent for deposit in each Companion Distribution Account the amounts required to be so deposited pursuant to the second paragraph of Section 3.04(b) and any amount relating to a Companion Loan that may be applied to make P&I Advances pursuant to Section 3.05(d4.03(a), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer Trustee and itself, in that order, for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing uxxxxxxxxxxx X&X Advances, the Trustee's and Master Servicer's right to reimbursement pursuant to this clause (aii) with respect to any P&I Advance (other than Nonrecoverable Advances, which are reimbursable pursuant to clause (vii) below) being limited to amounts that represent Late Collections of interest (net of the related Servicing Fees) and principal (net of any related Workout Fee or Principal Recovery Fee) (A) received in respect of the particular Mortgage Loan or REO Loan as to which such P&I Advance was made and (B) if the P&I Advance was made in respect to an AB Mortgage Loan, received in respect of the related Companion Loan; (iii) to pay to itself earned and unpaid Master Servicing Fees in respect of each Mortgage Loan and REO Loan, the Master Servicer's right to payment pursuant to this clause (iii) with respect to any Mortgage Loan or REO Loan being limited to amounts received on or in respect of such Loan(sMortgage Loan (whether in the form of payments, Liquidation Proceeds or Insurance Proceeds) which represent late recoveries or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance Proceeds) that are allocable as a recovery of interest thereon; (iv) to pay to the Special Servicer earned and unpaid Special Servicing Fees in respect of each Specially Serviced Mortgage Loan and REO Loan; (v) to pay the Special Servicer (or, if applicable, a predecessor Special Servicer) earned and unpaid Workout Fees or Principal Recovery Fees in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and REO Loan, the Special Servicer's (or, if applicable, any predecessor Special Servicer's) right to payment pursuant to this clause (v) with respect to any such Mortgage Loan or REO Loan being limited to amounts received on or in respect of such Specially Serviced Mortgage Loan or Corrected Mortgage Loan (whether in the form of payments for which or Liquidation Proceeds) or such Servicing Advances were made REO Loan (whether in the form of REO Revenues or Liquidation Proceeds) that are allocable as a recovery of principal or interest thereon (provided that no Principal Recovery Fee shall be payable out of (i) Insurance Proceeds and (ii) any Liquidation Proceeds received in connection with the purchase of any Mortgage Loan or REO Property by a Mortgage Loan Seller pursuant to the First Union Mortgage Loan Purchase Agreement, the GACC Mortgage Loan Purchase Agreement or the LaSalle Mortgage Loan Purchase Agreement, by the Majority Subordinate Certificateholder, the Companion Holder, the Abbey Mezzanine Lender, or the Special Servicer as described in Section 3.18(d), Section 3.18(m) or Section 3.26(d) or by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder pursuant to Section 3.01 or 9.01); provided, however, with respect to Section 3.06 3.18(m) that if the Abbey Mezzanine Lender does not exercise its right to purchase the applicable Mortgage Loan within the 15 day time period pursuant to the Abbey Intercreditor Agreement, with respect to any purchase of the applicable Mortgage Loan, the Abbey Mezzanine Lender will be required to pay an amount equal to 1% of the purchase price of the applicable Mortgage Loan to the Special Servicer as a Principal Recovery Fee (and (b) for unpaid Servicing Fees as provided in Section 3.11 hereofsuch Principal Recovery Fee will not be an expense of the Trust); (vi) to pay reimburse the Trustee or itself, in that order, for any unreimbursed Servicing Advances, the Trustee's and the Master Servicer's respective rights to the purchaser, reimbursement pursuant to this clause (vi) with respect to each any Servicing Advance being limited to payments made by the related Mortgagor that are allocable to such Servicing Advance, or to Liquidation Proceeds, Insurance Proceeds and, if applicable, REO Revenues received in respect of the particular Mortgage Loan, Companion Loan or property acquired in respect thereof that has been purchased pursuant REO Property as to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of which such purchaseServicing Advance was made; (vii) to reimburse the Trustee or itself, in that order, for any unreimbursed Advances that have been or are determined to be Nonrecoverable Advances or to pay itself, with respect to any Mortgage Loan or any REO Property, any related earned Master Servicing Fee that remained unpaid in accordance with clause (iii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Certificate Account of all amounts received in connection therewith; (viii) at such time as it reimburses the Trustee or itself, in that order, for any unreimbursed Advance pursuant to clause (ii), (vi) or (vii) above, to pay the Trustee or itself, as the case may be, in that order, any interest accrued and payable thereon in accordance with Section 3.03(d) or 4.03(d), as applicable; the Master Servicer's rights to payment pursuant to this clause (viii) with respect to interest on any Advance being permitted to be satisfied (A) reimburse subject to the Sellersterms of the CLF Intercreditor Agreement with respect to the related Loan Pair, out of late payment charges and Penalty Interest collected on or in respect of the related Mortgage Loan (and if the Advance was made with respect to an AB Mortgage Loan; out of such amounts collected on or in respect of the related Companion Loan) and REO Loan (the use of such late payment charges and Penalty Interest to be allocated between the Master Servicer and the Special Servicer on a pro rata basis based on the amount of late payment charges and Penalty Interest that the Master Servicer and the Special Servicer have received as additional servicing compensation during such period), and (B) to the extent that the late payment charges and Penalty Interest described in the immediately preceding clause (A) are insufficient, but only at the same time or after such Advance has been reimbursed, out of general collections on the Depositor Mortgage Loans, Companion Loans and any REO Properties on deposit in the Certificate Account; (ix) to pay for costs and expenses incurred by any of them that are reimbursable the Trust Fund pursuant to Section 6.03 hereof or 3.12(a); (x) to pay itself, as additional servicing compensation in accordance with Section 3.11(b), (A) interest and investment income earned in respect of amounts held in the Certificate Account as provided in Section 3.06(b), but only to the extent of the Net Investment Earnings with respect to the Certificate Account for any Collection Period; (B) any Prepayment Interest Excesses, and (C) Penalty Interest and late payment charges on Mortgage Loans which are not Specially Serviced Mortgage Loans (to the extent such Penalty Interest and/or late payment charges were not applied to offset interest on Advances pursuant to clause (viii)(A) or Additional Trust Fund Expenses pursuant to Section 3.03(d) or 4.03(d) or inspection expenses pursuant to Section 3.12(a)); (xi) to pay to the Trustee any Trustee Permitted Withdrawal AmountsSpecial Servicer, as additional servicing compensation in accordance with Section 3.11(d), Penalty Interest and late payment charges on Specially Serviced Mortgage Loans (to the extent such Penalty Interest and/or late payment charges were not applied to offset Additional Trust Fund Expenses pursuant to Section 3.03(d) or 4.03(d) or inspection expenses pursuant to Section 3.12(a)); (viiixii) to pay for the cost of an independent appraiser or other expert in real estate matters retained pursuant to Section 3.03(e), 3.09(a), 3.18 or 4.03(c); (xiii) to pay itself, the Special Servicer, the Depositor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03; (xiv) to pay for (A) the advice of counsel and tax accountants contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of Counsel contemplated by Sections 3.09(b)(ii), 3.20(d) and 11.02(a), (C) the cost of an Opinion of Counsel contemplated by Section 11.01(a) or 11.01(c) in connection with any amendment to this Agreement requested by the Master Servicer or the Special Servicer that protects or is in furtherance of the rights and interests of Certificateholders, and (D) the cost of recording this Agreement in accordance with Section 11.02(a); (xv) to pay itself, the Special Servicer, any of the Mortgage Loan Sellers, the Majority Subordinate Certificateholder, a Companion Holder, or any other Person, as the case may be, with respect to each Mortgage Loan, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase; (xvi) to withdraw any amount deposited in Interest Reserve Amount and deposit such Interest Reserve Amount into the Certificate Interest Reserve Account and not pursuant to Section 3.04(c); (xvii) to remit to the Paying Agent for deposit into the Additional Interest Account the amounts required to be deposited thereinpursuant to Section 3.04(d); (ixxviii) on or prior to remit to the Paying Agent for deposit into the Distribution Account Deposit Datethe amounts required to be deposited pursuant to Section 3.04(b); (xix) to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant to Section 3.04(b); (xx) to pay the cost of any Environmental Assessment or any remedial, corrective or other action pursuant to Section 3.09(c); (xxi) to withdraw an amount equal any amounts deposited in error; (xxii) to withdraw any other amounts that this Agreement expressly provides may be withdrawn from the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Certificate Account; and (xxxiii) to clear and terminate the Certificate Account upon at the termination of this Agreement pursuant to Section 9.01 hereof9.01. The Master Servicer shall keep and maintain separate accountingaccounting records, on a loan-by-loan basis when appropriate, in connection with any withdrawal from the Certificate Account pursuant to clauses (ii)-(xix) above. The Master Servicer shall, to the extent permitted by the terms of the related CLF Intercreditor Agreement, make claims for reimbursement from the related Companion Holder in connection with related Servicing Advances and interest thereon and other related expenses so as to minimize the total amount of withdrawals on the Certificate Account for such items. Notwithstanding anything in this Section 3.05(a) to the contrary, in no event shall the Master Servicer withdraw from funds on deposit in the Certificate Account any amount to be applied to, or to provide reimbursement for, any amounts referenced in this Section 3.05(a) (other than amounts referenced in clause (xviii)) which relate to any Companion Loan by to the extent the related AB Mortgage Loan has been paid in full in a prior Collection Period. The Master Servicer shall pay to the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Trustee or the Paying Agent from the Certificate Account amounts permitted to be paid to the Special Servicer (or to such third party contractors), the Trustee or the Paying Agent therefrom promptly upon receipt of a certificate of a Servicing Officer of the Special Servicer or of a Responsible Officer of the Trustee describing the item and amount to which the Special Servicer (or such third party contractors), the Trustee or the Paying Agent is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Mortgage Loan and REO Property, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Certificate Account. With respect to each Mortgage Loan or Companion Loan for which it makes an Advance, the Trustee shall similarly keep and maintain separate accounting for each Mortgage Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate for reimbursements of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable AdvanceAdvances or interest thereon. (b) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawnPaying Agent may, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time time, make withdrawals from the Distribution Account for any of the following purposes:purposes (in no particular order of priority): (i) to make deemed distributions to itself as holder of the extent not remitted by the Servicer REMIC I Regular Interests and to make distributions to Certificateholders on each Distribution Date pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee4.01 or 9.01, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amountsas applicable; (ii) to withdraw pay the Trustee and return the Paying Agent or any of their respective directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05 to the extent not paid pursuant to Section 4.01(i); (iii) to pay the Trustee and the Paying Agent their respective portions of the Trustee Fee as contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans; (iv) to pay for the cost of the Opinions of Counsel sought by the Trustee or the Paying Agent (A) as provided in clause (v) of the definition of "Disqualified Organization", (B) as contemplated by Section 3.20(d), 9.02(a) and 10.01(h), or (C) as contemplated by Section 11.01(a) or 11.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Paying Agent which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 4.01(i); (v) to pay any and all federal, state and local taxes imposed on any of the REMICs created hereunder or on the assets or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Paying Agent, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(i); (vi) to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(e); (vii) to pay to the Master Servicer any amount amounts deposited by the Master Servicer in the Distribution Account and not required to be deposited therein; and (iiiviii) to clear and terminate the Distribution Account upon at the termination of the this Agreement pursuant to Section 9.01 hereof9.01. (c) The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account as contemplated by Section 4.01(i). (d) The Master Servicer shall on each P&I Advance Date to occur in March of each year, withdraw from the Interest Reserve Account and deposit into the Distribution Account in respect of each Interest Reserve Loan, an amount equal to the aggregate of the Interest Reserve Amounts deposited into the Interest Reserve Account pursuant to Section 3.04(c) during the immediately preceding Collection Period and, if applicable, the second preceding Collection Period. (e) The Paying Agent shall, on any Distribution Date, make withdrawals from the Additional Interest Account to the extent required to make the distributions of Additional Interest required by Section 4.01(b).

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- ------------------------------------------------------ the Distribution Account. --------------------------------------------- (a) The Master Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Master Servicer (to the extent not previously retained by the Master Servicer) the servicing compensation to which it is entitled pursuant to Section 3.133.14, and, subject to Section 3.05(d), and to pay to the Master Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Master Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Master Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Master Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the Master Servicer's right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the SellersSeller, the Master Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the related Available Funds and the Trustee Fee for such Distribution Date and remit such amounts amount to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders, in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to pay to itself the extent not remitted by Trustee Fee for the related Distribution Date; (ii) to pay to the Master Servicer pursuant as additional servicing compensation earnings on or investment income with respect to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held funds in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (iiiii) to withdraw and return to the Master Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iiiiv) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.133.14, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the Sellers, the Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for both the Class AF Certificates and Class A-IO-I Component and the Class AV-1 Certificates and Class A-IO-II Component for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Servicer shall keep and maintain separate accounting, on a Loan by Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) pay to itself any the Trustee Permitted Withdrawal AmountsFee and certain expenses for the related Distribution Date; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate ------------------------------------------ Account and ---------------------------------------------------------------------- Distribution Account. ----------------------------------------------------- (a) The Master Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Master Servicer (to the extent not previously retained by the Master Servicer) the servicing compensation to which it is entitled pursuant to Section 3.133.14, and, subject to Section 3.05(d), and to pay to the Master Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Master Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Master Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Master Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the Master Servicer's right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the SellersSeller, the Master Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the related Available Funds and the Trustee Fee for such Distribution Date and remit such amounts amount to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders, in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to pay to itself the extent not remitted by Trustee Fee for the related Distribution Date; (ii) to pay to the Master Servicer pursuant as additional servicing compensation earnings on or investment income with respect to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held funds in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (iiiii) to withdraw and return to the Master Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iiiiv) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the Sellers, the Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for both the Class AF Certificates and Class A-IO Certificates, and the Class AV-1 Certificates for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Servicer shall keep and maintain separate accounting, on a Loan by Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) pay to itself any the Trustee Permitted Withdrawal AmountsFee and certain expenses for the related Distribution Date; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate Account ------------------------------------------ Account, the Class A-9 Reserve Fund and ---------------------------------------------------------------------- --------------------------------------- Distribution Account. ----------------------------------------- (a) The Master Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Master Servicer (to the extent not previously retained by the Master Servicer) the servicing compensation to which it is entitled pursuant to Section 3.133.14, and, subject to Section 3.05(d), and to pay to the Master Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Master Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Master Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Master Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the Master Servicer's right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the SellersSeller, the Master Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the related Available Funds and the Trustee Fee for such Distribution Date and remit such amounts amount to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders and MBIA, and for deposits to the distributions Class A-9 Rounding Account, in the manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to pay to itself the extent not remitted by Trustee Fee for the related Distribution Date; (ii) to pay to the Master Servicer pursuant as additional servicing compensation earnings on or investment income with respect to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held funds in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (iiiii) to withdraw and return to the Master Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iiiiv) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof. (c) The Trustee shall from time to time make withdrawals from the Class A-9 Reserve Fund on behalf of the Trust Fund for the following purposes: (A) on or prior to each Distribution Account Deposit Date, to withdraw from the Class A-9 Reserve Fund an amount equal to the lesser of (a) any Class A-9 Net Interest Shortfall for the related Distribution Date, and (b) the amount on deposit in the Class A-9 Reserve Fund, and remit such amount to the Distribution Account for distribution to the Class A-9 Certificateholders on such Distribution Date; (B) on the earlier of (a) the Distribution Date on which the Class Certificate Balance of the Class A-9 Certificates is reduced to zero and (b) the termination of this Agreement pursuant to Section 9.01, to clear and terminate the Class A-9 Reserve Fund and to pay all amounts on deposit therein to MBIA at the address supplied by it to the Trustee for such purpose.

Permitted Withdrawals. from the Servicer Custodial Account; Certificate Accounts, Middle-Tier Certificate Account and ---------------------------------------------------------------------- Distribution Upper-Tier Certificate Account. ---------------------. (a) The Servicer may from time to time make withdrawals from the Certificate Account Servicer Custodial Account, for the following purposes: (i) to pay to the Servicer (to the extent not previously retained by the Servicer) retained), the servicing compensation to which it is entitled pursuant to Section 3.133.17, and, subject to Section 3.05(d), and to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Servicer Custodial Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause clause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that such right of reimbursement pursuant to this clause (iii) being limited to amounts received on the Servicer shall no longer be entitled to reimbursement for any Mortgage Loans in the same Loan Group as the Mortgage Loan(s) in respect of which such Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01was made; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof REO Property that has been purchased pursuant to Section 2.02, 2.03 2.02 or 3.112.04, all amounts received thereon after the date of such purchase; (viivi) to (A) reimburse the Sellers, the Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amounts7.03; (viiivii) to withdraw any amount deposited in the Certificate Servicer Custodial Account and not required to be deposited therein; (ixviii) on or prior to the Distribution Account Deposit Remittance Date, to withdraw an amount equal to the Available Funds related Pool Distribution Amount, the related Trustee Fee and any other amounts due to the Trustee under this Agreement for such Distribution Date Date, to the extent on deposit, and remit such amounts amount in immediately available funds to the Trustee for deposit in the Distribution related Certificate Account; and (xix) to clear and terminate the Certificate Servicer Custodial Account upon termination of this Agreement pursuant to Section 9.01 hereof10.01. The Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Servicer Custodial Account pursuant to such subclauses clauses (i), (ii), (iv), (v) and (viv). The Servicer shall keep and maintain such separate accounting for each Loan Group. Prior to making any withdrawal from the Certificate Servicer Custodial Account pursuant to subclause clause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), Mortgage Loan(s) and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Certificate Accounts to deposit the Lower-Tier Distribution Amount into the Middle-Tier Distribution Account and immediately deposit the Middle-Tier Distribution Amount into the Upper-Tier Certificate Account and for distributions to make Certificateholders in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11)Agreement. In addition, the Trustee may from time to time make withdrawals from the Distribution applicable Certificate Account for the following purposes: (i) to pay to itself the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making Trustee Fee and any other distributions from amounts held in due to the Trustee under this Agreement for the related Distribution Account) to itself any Trustee Permitted Withdrawal AmountsDate; (ii) to pay to itself as additional compensation earnings on or investment income with respect to funds in the Certificate Accounts; (iii) to withdraw and return to the Servicer any amount deposited in the Distribution either Certificate Account and not required to be deposited therein; and (iiiiv) to clear and terminate the Distribution applicable Certificate Account upon termination of the Agreement pursuant to Section 9.01 hereof10.01. (c) Notwithstanding anything herein to the contrary, the Regular Certificates, the Class A-PO Certificates, the Class 1-A-MR Certificate and the Class 1-A-R Certificate shall not receive distributions directly from the Certificate Accounts. On each Distribution Date, funds on deposit in the Middle-Tier Certificate Account shall be used to make payments on the Class 1-A-MR Certificate as provided in Sections 5.01 and 5.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- ------------------------------------------------------ the Distribution Account. --------------------------------------------- (a) The Master Servicer may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to the Master Servicer (to the extent not previously retained by the Master Servicer) the servicing compensation to which it is entitled pursuant to Section 3.133.14, and, subject to Section 3.05(d), and to pay to the Master Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse each of the Master Servicer and the Trustee for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse each of the Master Servicer and the Trustee for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01made by it; (iv) to reimburse the Master Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the Master Servicer's right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the Sellers, the Master Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the related Available Funds and the Trustee Fee for such Distribution Date and remit such amounts amount to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account for distributions to make Certificateholders in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to pay to itself the extent not remitted by Trustee Fee for the related Distribution Date; (ii) to pay to the Master Servicer pursuant as additional servicing compensation earnings on or investment income with respect to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held funds in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (iiiii) to withdraw and return to the Master Servicer any amount deposited in the Distribution Account and not required to be deposited therein; (iv) to reimburse the Trustee for any unreimbursed Advances made by it pursuant to Section 4.01(b) hereof, such right of reimbursement pursuant to this subclause (iv) being limited to (x) amounts received on the related Mortgage Loan(s) in respect of which any such Advance was made and (y) amounts not otherwise reimbursed to the Trustee pursuant to Section 3.08(a)(ii) hereof; (v) to reimburse the Trustee for any Nonrecoverable Advance previously made by the Trustee pursuant to Section 4.01(b) hereof, such right of reimbursement pursuant to this subclause (v) being limited to amounts not otherwise reimbursed to the Trustee pursuant to Section 3.08(a)(iii) hereof; and (iiivi) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof. (c) [Reserved].

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Master Servicer may may, from time to time as provided herein, make withdrawals from the Certificate Custodial Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for the following purposes: (i) to pay reimburse itself or the related Subservicer for previously unreimbursed advances or expenses made pursuant to Sections 3.01(b), 3.08(c), 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by itterms of this Agreement, such withdrawal right of reimbursement pursuant to this subclause (ii) being limited to amounts received on particular Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the Loan(spurchase of a Mortgage Loan pursuant to Section 2.02 or 2.04) in respect which represent (A) Late Collections of Monthly Payments for which any such Advance advance was made, excluding any Purchase Price proceeds received from made in the Servicer case of Advances pursuant to Section 3.11 4.04 and subject to Section 9.01; (iiiB) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances advances were made in the case of Servicing Advances; (ii) to pay to itself the Master Servicing Fee (if not previously retained by the Master Servicer) and to the related Subservicer (if not previously retained by such Subservicer) the Primary Servicing Fee; (iii) to remit funds to the Trustee for deposit into the Certificate Account in the amounts and in the manner provided for in Section 4.01; (iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds deposited in the Custodial Account that it is entitled to withdraw pursuant to Section 3.01 or Section 3.06 and 3.07(c); (bv) for unpaid Servicing Fees to pay to itself as provided in Section 3.11 hereofadditional servicing compensation any Foreclosure Profits; (vi) to pay to itself, a Seller, the purchaserDepositor or any other appropriate Person, as the case may be, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased or otherwise transferred pursuant to Section 2.02, 2.03 2.04 or 3.119.01, all amounts received thereon after and not required to be distributed to Certificateholders as of the date of such purchaseon which the related Stated Principal Balance or Purchase Price is determined; (vii) to (A) reimburse itself or any Subservicer for any Nonrecoverable Advance or Nonrecoverable Subservicer Advances in the Sellers, the Servicer or the Depositor for expenses incurred by any of them that are reimbursable pursuant to Section 6.03 hereof or (B) to pay manner and to the Trustee any Trustee Permitted Withdrawal Amounts; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Servicer shall keep and maintain separate accounting, on a Loan by Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.extent

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution the ------------------------------------------------------------ Master Servicer Custodial Account. ------------------------------------------------------- (a) The Securities Administrator shall withdraw funds from the Certificate Account for distributions to Certificateholders in the manner specified in this Agreement. In addition, the Master Servicer may from time to time make withdrawals from the Certificate Master Servicer Custodial Account for the following purposes: (i) to pay to the Servicer Servicers (to the extent not previously retained by them), the Servicer) the servicing compensation Servicing Fee to which it is they are entitled pursuant to Section 3.13, and, subject to Section 3.05(d), the Servicing Agreements and to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Accountitself any Master Servicer Custodial Account Reinvestment Income; (ii) to pay to the Securities Administrator and the Trustee any amounts due to the Securities Administrator and the Trustee under this Agreement (including, but not limited to, all amounts provided for under Section 3.02, Section 3.07, Section 8.05 and Section 9.11, other than the amounts provided for in the first sentence of Section 9.11); (iii) to reimburse the Servicer Servicers (or, if applicable, itself or the Trustee) for unreimbursed Advances made by itpursuant to the related Servicing Agreement (or in the case of itself or the Trustee, pursuant to Section 3.19 or Section 8.01, as applicable), such right of reimbursement pursuant to this subclause clause (iiiii) being limited first to amounts received on the Mortgage Loans serviced by such Servicer in respect of which any such Advance was made and then limited to amounts received on all the Loan(sMortgage Loans serviced by such Servicer (or, if applicable, the Master Servicer or the Trustee) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicers (or, if applicable, itself or the Trustee) for any Nonrecoverable Advance previously made, such right of reimbursement pursuant to this clause (iv) being limited first to amounts received on the Mortgage Loans in respect of which such Nonrecoverable Advance was made and then limited to amounts received on all the Mortgage Loans serviced by such Servicer (of, if applicable, the Master Servicer or the Trustee); (v) to reimburse the Servicers for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof REO Property that has been purchased pursuant to Section 2.02, 2.03 2.02 or 3.112.04, all amounts received thereon after the date of such purchase; (vii) to (A) reimburse the Sellers, the Servicer itself or the Depositor for expenses incurred by any either of them that are and reimbursable pursuant to this Agreement, including but not limited to, Section 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amounts3.02 and Section 7.03; (viii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (x) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Master Servicer shall keep and maintain separate accounting, on a Loan by Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; (ii) to withdraw and return to the Servicer any amount deposited in the Distribution Custodial Account and not required to be deposited therein; and (iiiix) to clear and terminate the Distribution Master Servicer Custodial Account upon termination of the this Agreement pursuant to Section 9.01 hereof10.01. If the Master Servicer shall remit to the Securities Administrator any amount not required to be remitted, it may at any time direct the Securities Administrator to withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering an Officer's Certificate to the Securities Administrator which describes the amounts remitted in error to the Securities Administrator for deposit to the Certificate Account. (b) On each Distribution Date, funds on deposit in the Certificate Account and deemed to be on deposit in the Upper-Tier Certificate Sub-Account shall be used to make payments on the Upper-Tier Interests as provided in Sections 5.01 and 5.

Permitted Withdrawals. from the Collection Accounts and ------------------------------------------------------ Certificate Account and ---------------------------------------------------------------------- Distribution Account. ---------------------------------------- (a) The Each Servicer may from time to time make withdrawals from the Certificate a related Collection Account for the following purposes: (i) to pay to the such Servicer (to the extent not previously retained by the such Servicer) the servicing compensation to which it is entitled pursuant to Section 3.133.15, and, subject to Section 3.05(d), and to pay to the such Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Accountsuch Collection Account and any sub-account thereof; (ii) to reimburse the such Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was mademade (including without limitation, excluding any Purchase Price proceeds late recoveries of payments, Liquidation Proceeds and Insurance Proceeds to the extent received from the Servicer pursuant to Section 3.11 and subject to Section 9.01by such Servicer); (iii) to reimburse the such Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the such Servicer for (aA) unreimbursed Servicing Advances, the such Servicer's right to reimbursement pursuant to this clause (aiv) with respect to any Mortgage Loan being limited to amounts received on such Loan(s) Mortgage Loan which represent late recoveries payments of the payments for principal and/or interest (including, without limitation, Liquidation Proceeds and Insurance Proceeds with respect to such Mortgage Loan) respecting which any such Servicing Advances were advance was made pursuant to Section 3.01 or Section 3.06 and (bB) for unpaid Servicing Fees as provided in Section 3.11 3.12 hereof; (viv) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (viivi) to (A) reimburse the SellersSeller, the such Servicer or the Depositor for expenses incurred by any of them that are and reimbursable pursuant to Section 3.10 or 6.03 hereof or (B) to pay to the Trustee any Trustee Permitted Withdrawal Amountshereof; (viiivii) to withdraw any amount deposited in the Certificate such Collection Account and not required to be deposited therein; (ixviii) on or prior to 4:00 p.m. New York time on the Servicer Remittance Date preceding each Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds sum of the portion of the Interest Remittance Amount, the Principal Remittance Amount and the Credit Risk Manager Fee in such Collection Account applicable to the Mortgage Loans serviced by such Servicer for such Distribution Date and remit such amounts amount to the Trustee for deposit in the Certificate Account; (ix) on or prior to 4:00 p.m. New York time on the Servicer Remittance Date preceding each Distribution Date, each Servicer may withdraw an amount equal to the sum of all Prepayment Premiums received during the related Prepayment Period applicable to the Mortgage Loans serviced by such Servicer, and remit such amount to the Trustee for deposit in the Certificate Account; and; (x) to deposit to the Simple Interest Excess Sub-Account any amount required to be deposited therein pursuant to Section 3.07(f); (xi) with respect to each Mortgage Loan covered by a lender paid Primary Insurance Policy, to effect timely payment of the premiums on such Primary Insurance Policy pursuant to Section 3.10(c); and (xii) to clear and terminate the Certificate such Collection Account upon termination of this Agreement pursuant to Section 9.01 hereof. The Each Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate related Collection Account pursuant to such subclauses (i), (ii), (iv), (v) and (vixi). Prior to making any withdrawal from the Certificate a Collection Account pursuant to subclause (iii), the related Servicer shall deliver to the Trustee an Officer's Certificate a certificate of a Servicing Officer indicating the amount of any previous Advance or Servicing Advance determined by the such Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Certificate Account for distributions to make Certificateholders in the distributions manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last sixth paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Certificate Account for the following purposesproposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) pay to itself any Trustee Permitted Withdrawal Amountsinvestment income from balances in the Certificate Account prior to distributions to Certificateholders; (ii) to withdraw and return to a Servicer for deposit to the Servicer applicable Collection Account any amount deposited in the Distribution Certificate Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Certificate Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Permitted Withdrawals. from the Certificate Account and ---------------------------------------------------------------------- Distribution Account. --------------------- (a) The Servicer may may, from time to time as provided herein, make withdrawals from the Certificate Collection Account of amounts deposited in said account pursuant to Section 3.05 that are attributable to the Contracts for the following purposes: (ia) to remit the Amount Available to the Indenture Trustee for deposit in the Note Payment Account to make payments in the amounts and in the manner provided for in Section 8.02 of the Indenture; (b) to pay to the Servicer (to the extent not previously retained by the Servicer) the servicing compensation to which it is entitled pursuant to Section 3.13, and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Certificate Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Loan(s) in respect of which any such Advance was made, excluding any Purchase Price proceeds received from the Servicer pursuant to Section 3.11 and subject to Section 9.01; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made, except that the Servicer shall no longer be entitled to reimbursement for any Nonrecoverable Advance on a Loan as of the date the Servicer purchases such Loan from the Trust Fund pursuant to Section 3.11 or Section 9.01; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer's right to reimbursement pursuant to this clause (a) with respect to any Loan being limited to amounts received on such Loan(s) which represent late recoveries of the payments for which such Servicing Advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.11 hereof; (vi) to pay to the purchaser, Originator with respect to each Loan Contract or property acquired in respect thereof that has been purchased repurchased or replaced pursuant to Section 2.02, 2.03 hereof or 3.11Section 3.6 of the Manufactured Housing Contract Sale Agreement, all amounts received thereon after and not required to be distributed to Noteholders or Certificateholders as of the date of such purchaseon which the related Principal Balance or Repurchase Price is determined; (viic) to (A) reimburse the Sellers, the Servicer or the Depositor out of Liquidation Proceeds for expenses Liquidation Expenses incurred by any of them that are reimbursable it, to the extent such reimbursement is permitted pursuant to Section 6.03 hereof or (B) 3.09, and to pay to reimburse the Trustee any Trustee Permitted Withdrawal AmountsServicer as provided in Sections 3.08, 3.11, 3.13 and 6.02; (viiid) to withdraw any amount deposited in the Certificate Collection Account and that was not required to be deposited therein; (ix) on or prior to the Distribution Account Deposit Date, to withdraw an amount equal to the Available Funds for such Distribution Date and remit such amounts to the Trustee for deposit in the Distribution Account; and (xe) to clear and terminate make any rebates or adjustments deemed necessary by the Certificate Account upon termination of this Agreement Servicer pursuant to Section 9.01 hereof3.07(d); or (f) to reimburse the Servicer (1) for any accrued unpaid Monthly Servicing Fees and (2) for unreimbursed Servicing Advances, including Nonrecoverable Advances, to the extent not otherwise retained. The Servicer's right to reimbursement for Servicing Advances that are not Nonrecoverable Advances shall be limited to late collections on the related Contract, including Liquidation Proceeds, Insurance Proceeds and such other amounts as maybe collected by the Servicer from the related Obligor or otherwise relating to the Contract in respect of which such reimbursed amounts are owed. Except with respect to Nonrecoverable Advances, the Servicer's right to reimbursement for unreimbursed Servicing Advances shall be limited to late collections of interest on any Contract and to Liquidation Proceeds and Insurance Proceeds on related Obligors. In addition, expenses incurred by the Servicer in connection with a defaulted Contract which is subsequently reinstated, worked out or cured, shall be reimbursable to the Servicer as a Nonrecoverable Advance at the time of the cure. Since, in connection with withdrawals pursuant to clause (b), the Originator's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Loan Contract by Loan Contract basis, for the purpose of justifying any withdrawal from the Certificate Collection Account pursuant to such subclauses (i)clause. Two Business Days before each Payment Date, (ii)no later than 1:00 p.m. New York time, (iv)the Indenture Trustee shall notify the Servicer of the Interest Deficiency Remedy Amount, (v) and (vi)if any, payable on the Notes for such Payment Date. Prior to making any withdrawal from the Certificate Account pursuant to subclause (iii)One Business Day before each Payment Date, no later than 1:00 p.m. New York time, the Servicer shall deliver remit to the Indenture Trustee an Officer's Certificate of a Servicing Officer indicating for deposit into the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Loans(s), and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Distribution Note Payment Account to make the distributions specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes: (i) to the extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above within a reasonable period of time after request by the Trustee, to remit (prior to making any other distributions from amounts held in the Distribution Account) to itself any Trustee Permitted Withdrawal Amounts; Amount Available and (ii) to withdraw and return to from Amounts Held for Future Distribution, the Servicer any amount deposited in the Distribution Account and not required to be deposited therein; and (iii) to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereofInterest Deficiency Remedy Amount for such Payment Date.