Common use of Pre-Funding Account and Capitalized Interest Account Clause in Contracts

Pre-Funding Account and Capitalized Interest Account. (a) On the Closing Date, the Indenture Trustee, will deposit, on behalf of the Holders of the Class A-2 Notes and the Note Insurer, in the Pre-Funding Account, the Original Pre-Funded Amount and, on behalf of the Noteholders and the Note Insurer, in the Capitalized Interest Account, the Original Capitalized Interest Deposit. (b) On each Subsequent Transfer Date, the Sponsor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and release to the Transferor or an affiliate thereof an amount equal to 100% of the Principal Balance of the Subsequent Home Equity Loans transferred to the Issuer on such Subsequent Transfer Date upon satisfaction of the conditions set forth in Section 3.03 of the Loan Sale Agreement with respect to such transfer. (c) On the final Pre-Funding Payment Date, the Indenture Trustee shall transfer from the Pre-Funding Account to [the Class A-2 Note Account] the Pre-Funding Account Earnings, if any, applicable to each such Payment Date. (d) On each Payment Date occurring during the Funding Period, the Indenture Trustee shall transfer from the Capitalized Interest Account to the related Note Account the related Capitalized Interest Requirement, if any, for such Payment Date. On the Payment Date which immediately follows the end of the Funding Period, and following any withdrawals from the Capitalized Interest Account on such Payment Date, the Capitalized Interest Account shall be closed and any remaining amount on deposit therein shall be paid to the Transferor.

Pre-Funding Account and Capitalized Interest Account. (a) On No later than the Closing Date, the Indenture TrusteeRepresentative shall establish and maintain with the Trustee in its trust department a trust account, will depositwhich shall not be interest-bearing, on behalf titled "The Money Store SBA Pre-Funding Account 1999-1" (the "Pre-Funding Account"). The Pre-Funding Account shall not constitute part of the Holders Trust Fund. The Representative shall be deemed the owner of the Class A-2 Notes and the Note Insurer, in the Pre-Funding AccountAccount for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Pre-Funding Account and retain therein the Original Pre-Funded Amount and, on behalf from the proceeds of the Noteholders and sale of the Note Insurer, in the Capitalized Interest Account, the Original Capitalized Interest DepositCertificates. (b) On each Subsequent Transfer Date, the Sponsor Representative shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and release to the Transferor or an affiliate thereof an amount equal to 100% of the aggregate Principal Balance Balances of the Subsequent Home Equity SBA Loans transferred as of the related Subsequent Cut-Off Date sold to the Issuer Trust Fund on such Subsequent Transfer Date and pay such amount to or upon satisfaction the order of the conditions set forth in Section 3.03 of the Loan Sale Agreement Representative with respect to such transfer. (c) On If at the final end of the Funding Period amounts still remain in the Pre-Funding Payment DateAccount, the Indenture Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account on the immediately following Remittance Date and deposit such amounts in the Certificate Account. However, if at the close of business on June 25, 1999, amounts still remain in the Pre-Funding Account, the Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account on the Special Remittance Date and deposit in the Certificate Account any Pre-Funded Amount then remaining in the Pre-Funding Account, and then the Pre-Funding Account shall be closed. (d) On the Remittance Dates occurring in April, May and June 1999, the Trustee shall transfer from the Pre-Funding Account to [the Class A-2 Note Certificate Account] , the Pre-Funding Account Earnings, if any, applicable to each such Payment Remittance Date. (de) No later than the Closing Date, the Representative shall establish and maintain with the Trustee in its trust department a trust account, which shall not be interest-bearing, titled "The Money Store SBA Capitalized Interest Account 1999-1" (the "Capitalized Interest Account"). The Capitalized Interest Account shall not constitute part of the Trust Fund. The Representative shall be deemed the owner of the Capitalized Interest Account for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Capitalized Interest Account $401,488.83. If prior to the end of the Funding Period the funds on deposit in the Pre-Funding Account are invested in a guaranteed investment contract, repurchase agreement or other arrangement acceptable to the Rating Agencies, that constitutes a Permitted Instrument, the Trustee shall, within one Business Day of its receipt of notification of satisfaction of the Rating Agency Condition, withdraw from the Capitalized Interest Account and pay to the Representative the amount set forth in such notification. (f) On each Payment Subsequent Transfer Date the Representative may instruct the Trustee to withdraw from the Capitalized Interest Account and pay on such Subsequent Transfer Date to the Representative the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Representative pursuant to Section 2.09(e) hereof. (g) On the Remittance Dates occurring during in April, May and June 1999 the Funding Period, the Indenture Trustee shall transfer from the Capitalized Interest Account to the related Note Account Certificate Account, the related Capitalized Interest Requirement, if any, for such Payment Date. Remittance Dates. (h) On the Payment Date which immediately follows Special Remittance Date, the end of the Funding Period, and following any withdrawals Trustee shall transfer from the Capitalized Interest Account to the Certificate Account the Capitalized Interest Requirement, if any, for such Special Remittance Date. Any amounts remaining in the Capitalized Interest Account after taking into account such transfer shall be paid on such Payment DateSpecial Remittance Date to the Representative, and the Capitalized Interest Account shall be closed and any remaining amount on deposit therein shall be paid to the Transferorclosed.

Pre-Funding Account and Capitalized Interest Account. (a) On No later than the Closing Date, the Indenture TrusteeRepresentative shall establish and maintain with the Trustee in its trust department a trust account, will depositwhich shall not be interest-bearing, on behalf titled "The Money Store Business Loan Pre-Funding Account 1997-1" (the "Pre-Funding Account"). The Pre-Funding Account shall not constitute part of the Holders Trust Fund. The Representative shall be deemed the owner of the Class A-2 Notes and the Note Insurer, in the Pre-Funding AccountAccount for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Pre-Funding Account and retain therein the Original Pre-Pre- Funded Amount and, on behalf from the proceeds of the Noteholders and sale of the Note Insurer, in the Capitalized Interest Account, the Original Capitalized Interest DepositCertificates. (b) On each Subsequent Transfer Date, the Sponsor Representative shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and release to the Transferor or an affiliate thereof an amount equal to 100% of the aggregate Principal Balance Balances of the Subsequent Home Equity Business Loans transferred sold to the Issuer Trust Fund on such Subsequent Transfer Date and pay such amount to or upon satisfaction the order of the conditions set forth in Section 3.03 of the Loan Sale Agreement Representative with respect to such transfer. (c) On If at the final end of the Funding Period amounts still remain in the Pre-Funding Payment DateAccount, the Indenture Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account on the immediately following Remittance Date and deposit such amounts in the Certificate Account. However, if at the close of business on June 24, 1997, amounts still remain in the Pre-Funding Account, the Servicer shall instruct the Trustee to withdraw from the Pre- Funding Account on the Special Remittance Date and deposit in the Certificate Account any Pre-Funded Amount then remaining in the Pre-Funding Account. (d) On the Remittance Dates occurring in April, May and June 1997, the Trustee shall transfer from the Pre-Funding Account to [the Class A-2 Note Certificate Account] , the Pre-Funding Account Earnings, if any, applicable to each such Payment Remittance Date. (de) No later than the Closing Date, the Representative shall establish and maintain with the Trustee in its trust department a trust account, which shall not be interest-bearing, titled "The Money Store Business Loan Capitalized Interest Account 1997-1" (the "Capitalized Interest Account"). The Capitalized Interest Account shall not constitute part of the Trust Fund. The Representative shall be deemed the owner of the Capitalized Interest Account for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Capitalized Interest Account $21,868.07. If prior to the end of the Funding Period the funds on deposit in the Pre-Funding Account are invested in a guaranteed investment contract, repurchase agreement or other arrangement acceptable to the Rating Agencies, that constitutes a Permitted Instrument, the Trustee shall, within one Business Day of its receipt of notification of satisfaction of the Rating Agency Condition, withdraw from the Capitalized Interest Account and pay to the Representative the amount set forth in such notification. (f) On each Payment Subsequent Transfer Date the Representative may instruct the Trustee to withdraw from the Capitalized Interest Account and pay on such Subsequent Transfer Date to the Representative the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Representative pursuant to Section 2.09(e) hereof. (g) On the Remittance Dates occurring during the Funding Periodin April, May and June 1997, the Indenture Trustee shall transfer from the Capitalized Interest Account to the related Note Account Certificate Account, the related Capitalized Interest Requirement, if any, for such Payment Date. Remittance Dates. (h) On the Payment Date which immediately follows Special Remittance Date, the end of the Funding Period, and following any withdrawals Trustee shall transfer from the Capitalized Interest Account to the Certificate Account the Capitalized Interest Requirement, if any, for such Special Remittance Date. Any amounts remaining in the Capitalized Interest Account after taking into account such transfer shall be paid on such Payment DateSpecial Remittance Date to the Representative, and the Capitalized Interest Account shall be closed and any remaining amount on deposit therein shall be paid to the Transferorclosed.

Pre-Funding Account and Capitalized Interest Account. (a) On No later than the Closing Date, the Indenture TrusteeRepresentative shall establish and maintain with the Trustee in its trust department a trust account, will depositwhich shall not be interest-bearing, on behalf of titled "The Money Store Residential Trust Pre-Funding Account 1997-II" (the Holders of the Class A-2 Notes and the Note Insurer"Pre-Funding Account"). The Trustee shall, in promptly upon receipt, deposit into the Pre-Funding Account, Account and retain therein the Original Pre-Funded Amount and, on behalf from the proceeds of the Noteholders and sale of the Note Insurer, in the Capitalized Interest Account, the Original Capitalized Interest DepositNotes. (b) On each Subsequent Transfer Date, the Sponsor Representative shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and release to the Transferor or an affiliate thereof an amount equal to 100% of the aggregate Principal Balance Balances of the Subsequent Home Equity Loans transferred (or, with respect to the Low Interest Mortgage Loans, if any, an amount equal to the product of the percentage set forth on Exhibit O attached hereto determined by referring to the columns entitled "Coupon" and "Remaining Term" and the aggregate Principal Balances of such Subsequent Loans) sold to the Issuer on such Subsequent Transfer Date and pay such amount to or upon satisfaction the order of the conditions set forth in Section 3.03 of the Loan Sale Agreement Representative with respect to such transfer. In no event shall the Representative be permitted to instruct the Trustee to release from the Pre-Funding Account with respect to Subsequent Loans an amount in excess of the Original Pre-Funded Amount. (c) On If at the final end of the Funding Period amounts still remain in the Pre-Funding Payment DateAccount, the Indenture Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account on the immediately following Remittance Date and deposit in the Note Distribution Account any Pre-Funded Amount then remaining in the Pre-Funding Account. (d) On the Remittance Dates occurring during the Funding Period, the Trustee shall transfer from the Pre-Funding Account to [the Class A-2 Note Account] Distribution Account the Pre-Funding Account Earnings, if any, applicable to each such Payment Remittance Date. (de) No later than the Closing Date, the Representative shall establish and maintain with the Trustee in its trust department a trust account, which shall not be interest-bearing, titled "The Money Store Residential Trust Capitalized Interest Account 1997-II" (the "Capitalized Interest Account"). The Trustee shall, promptly upon receipt, deposit into the Capitalized Interest Account $0. If prior to the end of the Funding Period the funds on deposit in the Pre-Funding Account are invested in a guaranteed investment contract, repurchase agreement or other arrangement, that constitutes a Permitted Instrument, the Trustee shall, within one Business Day of its receipt of written notification from the Servicer, withdraw from the Capitalized Interest Account and pay to the holder of the GP Interest the amount set forth in such written notification. (f) On each Payment Date the Remittance Dates occurring during the Funding Period, the Indenture Trustee shall transfer from the Capitalized Interest Account to the related Note Distribution Account the related Capitalized Interest Requirement, if any, for such Payment DateRemittance Dates. On the Payment Date which immediately follows the end of the Funding Period, and following any withdrawals from Any amount remaining in the Capitalized Interest Account on such Payment Datethe Remittance Date immediately succeeding the last subsequent Transfer Date shall be remitted to the holder of the GP Interest, and the Capitalized Interest Account shall be closed and any remaining amount on deposit therein shall be paid to the Transferorclosed.

Pre-Funding Account and Capitalized Interest Account. (a) On No later than the Closing Date, the Indenture TrusteeRepresentative shall establish and maintain with the Trustee in its trust department a trust account, will depositwhich shall not be interest-bearing, on behalf titled "The Money Store SBA Pre-Funding Account 1998-1" (the "Pre-Funding Account"). The Pre-Funding Account shall not constitute part of the Holders Trust Fund. The Representative shall be deemed the owner of the Class A-2 Notes and the Note Insurer, in the Pre-Funding AccountAccount for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Pre-Funding Account and retain therein the Original Pre-Pre- Funded Amount and, on behalf from the proceeds of the Noteholders and sale of the Note Insurer, in the Capitalized Interest Account, the Original Capitalized Interest DepositCertificates. (b) On each Subsequent Transfer Date, the Sponsor Representative shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and release to the Transferor or an affiliate thereof an amount equal to 100% of the aggregate Principal Balance Balances of the Subsequent Home Equity SBA Loans transferred as of the related Subsequent Cut-Off Date sold to the Issuer Trust Fund on such Subsequent Transfer Date and pay such amount to or upon satisfaction the order of the conditions set forth in Section 3.03 of the Loan Sale Agreement Representative with respect to such transfer. (c) On If at the final end of the Funding Period amounts still remain in the Pre-Funding Payment DateAccount, the Indenture Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account on the immediately following Remittance Date and deposit such amounts in the Certificate Account. However, if at the close of business on June 26 1998, amounts still remain in the Pre-Funding Account, the Servicer shall instruct the Trustee to withdraw from the Pre- Funding Account on the Special Remittance Date and deposit in the Certificate Account any Pre-Funded Amount then remaining in the Pre-Funding Account. (d) On the Remittance Dates occurring in April, May and June 1998, the Trustee shall transfer from the Pre-Funding Account to [the Class A-2 Note Certificate Account] , the Pre-Funding Account Earnings, if any, applicable to each such Payment Remittance Date. (de) No later than the Closing Date, the Representative shall establish and maintain with the Trustee in its trust department a trust account, which shall not be interest-bearing, titled "The Money Store SBA Capitalized Interest Account 1998-1" (the "Capitalized Interest Account"). The Capitalized Interest Account shall not constitute part of the Trust Fund. The Representative shall be deemed the owner of the Capitalized Interest Account for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Capitalized Interest Account $172,804. 01. If prior to the end of the Funding Period the funds on deposit in the Pre-Funding Account are invested in a guaranteed investment contract, repurchase agreement or other arrangement acceptable to the Rating Agencies, that constitutes a Permitted Instrument, the Trustee shall, within one Business Day of its receipt of notification of satisfaction of the Rating Agency Condition, withdraw from the Capitalized Interest Account and pay to the Representative the amount set forth in such notification. (f) On each Payment Subsequent Transfer Date the Representative may instruct the Trustee to withdraw from the Capitalized Interest Account and pay on such Subsequent Transfer Date to the Representative the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Representative pursuant to Section 2.09(e) hereof. (g) On the Remittance Dates occurring during in April, May and June 1998 the Funding Period, the Indenture Trustee shall transfer from the Capitalized Interest Account to the related Note Account Certificate Account, the related Capitalized Interest Requirement, if any, for such Payment Date. Remittance Dates. (h) On the Payment Date which immediately follows Special Remittance Date, the end of the Funding Period, and following any withdrawals Trustee shall transfer from the Capitalized Interest Account to the Certificate Account the Capitalized Interest Requirement, if any, for such Special Remittance Date. Any amounts remaining in the Capitalized Interest Account after taking into account such transfer shall be paid on such Payment DateSpecial Remittance Date to the Representative, and the Capitalized Interest Account shall be closed and any remaining amount on deposit therein shall be paid to the Transferorclosed.

Pre-Funding Account and Capitalized Interest Account. (a) On No later than the Closing Date, the Indenture TrusteeRepresentative shall establish and maintain with the Trustee in its trust department a trust account, will depositwhich shall not be interest-bearing, on behalf titled "The Money Store Business Loan Pre-Funding Account 1997-2" (the "Pre-Funding Account"). The Pre-Funding Account shall not constitute part of the Holders Trust Fund. The Representative shall be deemed the owner of the Class A-2 Notes and the Note Insurer, in the Pre-Funding AccountAccount for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Pre-Funding Account and retain therein the Original Pre-Pre- Funded Amount and, on behalf from the proceeds of the Noteholders and sale of the Note Insurer, in the Capitalized Interest Account, the Original Capitalized Interest DepositCertificates. (b) On each Subsequent Transfer Date, the Sponsor Representative shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and release to the Transferor or an affiliate thereof an amount equal to 100% of the aggregate Principal Balance Balances of the Subsequent Home Equity Business Loans transferred sold to the Issuer Trust Fund on such Subsequent Transfer Date and pay such amount to or upon satisfaction the order of the conditions set forth in Section 3.03 of the Loan Sale Agreement Representative with respect to such transfer. (c) On If at the final end of the Funding Period amounts still remain in the Pre-Funding Payment DateAccount, the Indenture Servicer shall instruct the Trustee shall transfer to withdraw from the Pre-Funding Account to [on the Class A-2 Note immediately following Remittance Date and deposit such amounts in the Certificate Account] . However, if at the close of business on March 17, 1998, amounts still remain in the Pre-Funding Account, the Servicer shall instruct the Trustee to withdraw from the Pre- Funding Account on the Special Remittance Date and deposit in the Certificate Account any Pre-Funded Amount then remaining in the Pre-Funding Account. (d) On the Remittance Dates occurring in January, February and March 1998, the Trustee shall transfer from the Pre- Funding Account to the Certificate Account, the Pre-Funding Earnings, if any, applicable to each such Payment Remittance Date. (de) No later than the Closing Date, the Representative shall establish and maintain with the Trustee in its trust department a trust account, which shall not be interest-bearing, titled "The Money Store Business Loan Capitalized Interest Account 1997-2" (the "Capitalized Interest Account"). The Capitalized Interest Account shall not constitute part of the Trust Fund. The Representative shall be deemed the owner of the Capitalized Interest Account for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Capitalized Interest Account $132,545.35. If prior to the end of the Funding Period the funds on deposit in the Pre-Funding Account are invested in a guaranteed investment contract, repurchase agreement or other arrangement acceptable to the Rating Agencies, that constitutes a Permitted Instrument, the Trustee shall, within one Business Day of its receipt of notification of satisfaction of the Rating Agency Condition, withdraw from the Capitalized Interest Account and pay to the Representative the amount set forth in such notification. (f) On each Payment Subsequent Transfer Date the Representative may instruct the Trustee to withdraw from the Capitalized Interest Account and pay on such Subsequent Transfer Date to the Representative the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Representative pursuant to Section 2.09(e) hereof. (g) On the Remittance Dates occurring during the Funding Periodin January, February and March 1998, the Indenture Trustee shall transfer from the Capitalized Interest Account to the related Note Account Certificate Account, the related Capitalized Interest Requirement, if any, for such Payment Date. Remittance Dates. (h) On the Payment Date which immediately follows Special Remittance Date, the end of the Funding Period, and following any withdrawals Trustee shall transfer from the Capitalized Interest Account to the Certificate Account the Capitalized Interest Requirement, if any, for such Special Remittance Date. Any amounts remaining in the Capitalized Interest Account after taking into account such transfer shall be paid on such Payment DateSpecial Remittance Date to the Representative, and the Capitalized Interest Account shall be closed and any remaining amount on deposit therein shall be paid to the Transferorclosed.

Pre-Funding Account and Capitalized Interest Account. (a) On No later than the Closing Date, the Indenture TrusteeRepresentative shall establish and maintain with the Trustee in its trust department a trust account, will depositwhich shall not be interest-bearing, on behalf of titled "The Money Store Residential Trust Pre-Funding Account 1997-I" (the Holders of the Class A-2 Notes and the Note Insurer"Pre- Funding Account"). The Trustee shall, in promptly upon receipt, deposit into the Pre-Funding Account, Account and retain therein the Original Pre-Funded Amount and, on behalf from the proceeds of the Noteholders and sale of the Note Insurer, in the Capitalized Interest Account, the Original Capitalized Interest DepositNotes. (b) On each Subsequent Transfer Date, the Sponsor Representative shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and release to the Transferor or an affiliate thereof an amount equal to 100% of the aggregate Principal Balance Balances of the Subsequent Home Equity Loans transferred (or, with respect to the Low Interest Mortgage Loans, if any, an amount equal to the product of the percentage set forth on Exhibit O attached hereto determined by referring to the columns entitled "Coupon" and "Remaining Term" and the aggregate Principal Balances of such Subsequent Loans) sold to the Issuer on such Subsequent Transfer Date and pay such amount to or upon satisfaction the order of the conditions set forth in Section 3.03 of the Loan Sale Agreement Representative with respect to such transfer. In no event shall the Representative be permitted to instruct the Trustee to release from the Pre-Funding Account with respect to Subsequent Loans an amount in excess of the Original Pre-Funded Amount. (c) On If at the final end of the Funding Period amounts still remain in the Pre-Funding Payment DateAccount, the Indenture Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account on the immediately following Remittance Date and deposit in the Note Distribution Account any Pre-Funded Amount then remaining in the Pre-Funding Account. (d) On the Remittance Dates occurring during the Funding Period, the Trustee shall transfer from the Pre-Funding Account to [the Class A-2 Note Account] Distribution Account the Pre-Funding Account Earnings, if any, applicable to each such Payment Remittance Date. (de) No later than the Closing Date, the Representative shall establish and maintain with the Trustee in its trust department a trust account, which shall not be interest- bearing, titled "The Money Store Residential Trust Capitalized Interest Account 1997-I" (the "Capitalized Interest Account"). The Trustee shall, promptly upon receipt, deposit into the Capitalized Interest Account $524,786.60. If prior to the end of the Funding Period the funds on deposit in the Pre-Funding Account are invested in a guaranteed investment contract, repurchase agreement or other arrangement, that constitutes a Permitted Instrument, the Trustee shall, within one Business Day of its receipt of written notification from the Servicer, withdraw from the Capitalized Interest Account and pay to the holder of the GP Interest the amount set forth in such written notification. (f) On each Payment Date the Remittance Dates occurring during the Funding Period, the Indenture Trustee shall transfer from the Capitalized Interest Account to the related Note Distribution Account the related Capitalized Interest Requirement, if any, for such Payment DateRemittance Dates. On the Payment Date which immediately follows the end of the Funding Period, and following any withdrawals from Any amount remaining in the Capitalized Interest Account on such Payment Datethe Remittance Date immediately succeeding the last subsequent Transfer Date shall be remitted to the holder of the GP Interest, and the Capitalized Interest Account shall be closed and any remaining amount on deposit therein shall be paid to the Transferorclosed.

Pre-Funding Account and Capitalized Interest Account. (a) On No later than the Closing Date, the Indenture TrusteeRepresentative shall establish and maintain with the Trustee in its trust department a trust account, will depositwhich shall not be interest-bearing, on behalf titled "The Money Store SBA Pre-Funding Account 1997-1" (the "Pre-Funding Account"). The Pre-Funding Account shall not constitute part of the Holders Trust Fund. The Representative shall be deemed the owner of the Class A-2 Notes and the Note Insurer, in the Pre-Funding AccountAccount for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Pre-Funding Account and retain therein the Original Pre-Pre- Funded Amount and, on behalf from the proceeds of the Noteholders and sale of the Note Insurer, in the Capitalized Interest Account, the Original Capitalized Interest DepositCertificates. (b) On each Subsequent Transfer Date, the Sponsor Representative shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and release to the Transferor or an affiliate thereof an amount equal to 100% of the aggregate Principal Balance Balances of the Subsequent Home Equity SBA Loans transferred sold to the Issuer Trust Fund on such Subsequent Transfer Date and pay such amount to or upon satisfaction the order of the conditions set forth in Section 3.03 of the Loan Sale Agreement Representative with respect to such transfer. (c) On If at the final end of the Funding Period amounts still remain in the Pre-Funding Payment DateAccount, the Indenture Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account on the immediately following Remittance Date and deposit such amounts in the Certificate Account. However, if at the close of business on December 22, 1997, amounts still remain in the Pre-Funding Account, the Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account on the Special Remittance Date and deposit in the Certificate Account any Pre-Funded Amount then remaining in the Pre-Funding Account. (d) On the Remittance Dates occurring in October, November and December 1997, the Trustee shall transfer from the Pre-Funding Account to [the Class A-2 Note Certificate Account] , the Pre-Funding Account Earnings, if any, applicable to each such Payment Remittance Date. (de) No later than the Closing Date, the Representative shall establish and maintain with the Trustee in its trust department a trust account, which shall not be interest-bearing, titled "The Money Store SBA Capitalized Interest Account 1997-1" (the "Capitalized Interest Account"). The Capitalized Interest Account shall not constitute part of the Trust Fund. The Representative shall be deemed the owner of the Capitalized Interest Account for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Capitalized Interest Account $150,633.78. If prior to the end of the Funding Period the funds on deposit in the Pre-Funding Account are invested in a guaranteed investment contract, repurchase agreement or other arrangement acceptable to the Rating Agencies, that constitutes a Permitted Instrument, the Trustee shall, within one Business Day of its receipt of notification of satisfaction of the Rating Agency Condition, withdraw from the Capitalized Interest Account and pay to the Representative the amount set forth in such notification. (f) On each Payment Subsequent Transfer Date the Representative may instruct the Trustee to withdraw from the Capitalized Interest Account and pay on such Subsequent Transfer Date to the Representative the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the Representative pursuant to Section 2.09(e) hereof. (g) On the Remittance Dates occurring during in October, November and December 1997 the Funding Period, the Indenture Trustee shall transfer from the Capitalized Interest Account to the related Note Account Certificate Account, the related Capitalized Interest Requirement, if any, for such Payment Date. Remittance Dates. (h) On the Payment Date which immediately follows Special Remittance Date, the end of the Funding Period, and following any withdrawals Trustee shall transfer from the Capitalized Interest Account to the Certificate Account the Capitalized Interest Requirement, if any, for such Special Remittance Date. Any amounts remaining in the Capitalized Interest Account after taking into account such transfer shall be paid on such Payment DateSpecial Remittance Date to the Representative, and the Capitalized Interest Account shall be closed and any remaining amount on deposit therein shall be paid to the Transferorclosed.

Pre-Funding Account and Capitalized Interest Account. (a) On the Closing Date, the The Indenture Trustee, will deposit, on behalf of the Holders of the Class A-2 Notes Trustee shall establish and the Note Insurer, in the Pre-Funding Account, the Original Pre-Funded Amount andmaintain, on behalf of the Noteholders and the Note Insurer, the Pre-Funding Account. On the Closing Date, the Depositor shall remit the Pre-Funding Amount to the Indenture Trustee for deposit in the Capitalized Interest Pre-Funding Account, the Original Capitalized Interest Deposit. (b) . On each Subsequent Transfer Date, upon satisfaction of the Sponsor shall instruct conditions for such Subsequent Transfer Date set forth in Section 2.04(a), with respect to the related Subsequent Transfer Agreement, the Indenture Trustee shall remit to withdraw from the Seller the applicable Aggregate Subsequent Transfer Amount as payment of the purchase price for the related Subsequent Loans. If any funds remain in the Pre-Funding Account and release on May 24, 2007, to the Transferor or an affiliate thereof an amount equal extent they represent interest earnings on the amounts originally deposited into the Pre-Funding Account, the Indenture Trustee shall distribute them to 100% the order of the Principal Balance of Depositor. The remaining funds in the Subsequent Home Equity Loans Pre-Funding Account shall be transferred to the Issuer on such Subsequent Transfer Date upon satisfaction Payment Account to be included as part of principal payments to the conditions Notes, in accordance with the priorities set forth in Section 3.03 of herein, on the Loan Sale Agreement with respect to such transferMay 2007 Payment Date. (cb) The Indenture Trustee shall establish and maintain, on behalf of the Noteholders and the Insurer, the Capitalized Interest Account. On the final Pre-Funding Closing Date, the Depositor shall remit the Capitalized Interest Deposit to the Indenture Trustee for deposit in the Capitalized Interest Account. On the Business Day prior to each of the March 2007, April 2007 and May 2007 Payment DateDates, the Indenture Trustee shall transfer from the Pre-Funding Account to [the Class A-2 Note Account] the Pre-Funding Account Earnings, if any, applicable to each such Payment Date. (d) On each Payment Date occurring during the Funding Period, the Indenture Trustee shall transfer from the related Capitalized Interest Account to the related Note Payment Account an amount equal to the related Capitalized Interest Requirement, if any, Requirement for such Payment Date. On the Payment Date which immediately follows the end each of the Funding PeriodMarch 2007, April 2007 and following any withdrawals May 2007 Payment Dates, the related Overfunded Interest Amount shall be withdrawn from the Capitalized Interest Account on such Payment Date, and paid to the Seller. Any funds remaining in the Capitalized Interest Account shall be closed and any remaining amount on deposit therein Accounts immediately after the May 2007 Payment Date shall be paid to the TransferorDepositor.

Pre-Funding Account and Capitalized Interest Account. (a) On the Closing Date, the The Indenture Trustee, will depositTrustee shall establish and maintain, on behalf of the Holders Class A Noteholders, the Pre-Funding Account. On the Closing Date the Seller shall remit the Pre-Funded Amount to the Indenture Trustee for deposit in the Pre-Funding Account. On each Subsequent Transfer Date, upon satisfaction of the Class A-2 Notes and conditions for such Subsequent Transfer Date with respect to the Note Insurerrelated Subsequent Transfer Agreement, the Indenture Trustee shall, from funds in the Pre-Funding Account, distribute to the Original Seller the Aggregate Subsequent Transfer Amount as payment of the purchase price for the related Subsequent Mortgage Loans. If at any time the Servicer becomes aware that the Principal Balance of Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date reflected on any Subsequent Transfer Agreement exceeds the actual principal balance of such Subsequent Mortgage Loans as of such Subsequent Cut-Off Date, the Servicer may so notify the Indenture Trustee and the Indenture Trustee shall redeposit into the Pre-Funded Amount and, on behalf of Funding Account the Noteholders and excess reported to it by the Note Insurer, in the Capitalized Interest Account, the Original Capitalized Interest DepositServicer. (b) If any funds remain in the Pre-Funding Account at the end of the Funding Period, to the extent that they represent earnings on the amounts originally deposited into the Pre-Funding Account, the Indenture Trustee shall distribute them pursuant to the directions of the Servicer. The remaining funds shall be transferred to the Distribution Account to be included as part of principal distributions to the Class A Notes. (c) For federal income tax purposes, the Transferor shall be the owner of the Pre-Funding Account and shall report all items of income, deduction, gain or loss arising therefrom. (d) On each Subsequent Transfer Date, the Sponsor shall instruct the Indenture Trustee to shall withdraw from the Pre-Funding Account and release to the Transferor or an affiliate thereof funds in an amount equal to one hundred percent (100% %) of the aggregate of the applicable Cut-Off Date Principal Balance Balances of the Subsequent Home Equity Mortgage Loans so transferred to the Issuer Trust on such Subsequent Transfer Date and shall use such cash to purchase such Subsequent Mortgage Loans, along with the other property and rights related thereto as set forth herein only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Servicer, the Indenture Trustee, the Insurer and the Rating Agencies with a timely Addition Notice not later than [two] Business Days prior to the related Subsequent Transfer Date which Addition Notice shall identify the Subsequent Mortgage Loans on the basis of (i) the characteristics that satisfy the criteria set forth below and (ii) the date such Subsequent Mortgage Loans were originated (the earliest originated Subsequent Mortgage Loans being conveyed before any later originated Subsequent Mortgage Loans, ordered numerically (lowest to highest) by the loan number assigned to each Subsequent Mortgage Loan by the Seller within each day); (ii) the Seller shall have delivered to the Indenture Trustee and the Insurer a duly executed Subsequent Transfer Agreement (a form of which is attached hereto as Exhibit D), which shall include a mortgage loan schedule listing the Subsequent Mortgage Loans, and the Seller shall have delivered a computer file containing such mortgage loan schedule to the Indenture Trustee, the Servicer and the Insurer at least five Business Days prior to the related Subsequent Transfer Date; (iii) the Seller shall have remitted to the Indenture Trustee for deposit in the Distribution Account all principal and interest payments due and collected after the applicable Subsequent Cut-Off Date or due after such Subsequent Cut-Off Date but collected before such Subsequent Cut-Off Date in respect of each Subsequent Mortgage Loan; (iv) the Seller shall have delivered an Officer’s Certificate to the Indenture Trustee and the Insurer confirming that, as of each Subsequent Transfer Date, the Seller was not insolvent, nor would it be made insolvent by such transfer, nor was it aware of any pending insolvency; (v) the Funding Period shall not have ended; (vi) the Seller shall have delivered to the Indenture Trustee and the Insurer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph (d) and in the related Subsequent Transfer Agreement; (vii) the Seller shall have delivered an Officer’s Certificate to the Indenture Trustee and the Insurer confirming that the representations and warranties of the Seller pursuant to Sections 2.03 and 2.04 hereof (other than to the extent such representations and warranties relate to statistical information as to the characteristics of the Initial Mortgage Loans) are true and correct with respect to the Seller and the Subsequent Mortgage Loans, as applicable, as of the Subsequent Transfer Date; (viii) the Seller shall have provided the Indenture Trustee and the Insurer with an Opinion of Counsel to the effect that the conveyance of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date will be characterized as a true sale and not as a loan secured by the Subsequent Mortgage Loans; (ix) in connection with the transfer and assignment of the Subsequent Mortgage Loans, the Seller shall satisfy the document delivery requirements set forth in Section 2.01 hereof; (x) the Indenture Trustee shall have delivered to the Depositor and the Insurer an Opinion of Counsel[, at the expense of the Servicer,] addressed to the Depositor, the Insurer and the Rating Agency with respect to the Subsequent Transfer Agreement substantially in the form of the Opinion of Counsel delivered to the Depositor and the Indenture Trustee on the Closing Date regarding certain corporate matters relating to the Indenture Trustee. (xi) the Seller shall have delivered an Officer’s Certificate to the Indenture Trustee and the Insurer confirming that the conveyance of the Subsequent Mortgage Loans as of the Subsequent Transfer Date will not result in a withdrawal or a downgrading by any Rating Agency of the Class A Notes without regard to the Policy; (xii) the Seller shall have delivered an Officer’s Certificate to the Indenture Trustee and the Insurer confirming that the Rating Agencies shall have consented to the conveyance of the Subsequent Mortgage Loans to the Trust; (xiii) the Seller shall have delivered an Officer’s Certificate to the Indenture Trustee and the Insurer confirming that following delivery of the Subsequent Mortgage Loans to the Trust, the Mortgage Loans (including the Subsequent Mortgage Loans, if any) and the Subsequent Mortgage Loans shall have the following characteristics (calculated as of the applicable Cut-Off Date): (i) not more than [0.50]% of the Mortgage Loans were 30-59 days contractually past due (assuming 30 day months); (ii) the weighted average Loan-to-Value Ratio of the Mortgage Loans shall not exceed 90%; (iii) the weighted average FICO score of the Mortgage Loans shall not be less than [710]; (iv) the weighted average Loan Rate of the Mortgage Loans shall not be less than [6.55]%; (v) the weighted average margin of the Mortgage Loans shall not be less than [1.80]%; (vi) not more than 1% of the Mortgage Loans shall be two- to four-family; (vii) not less than 10% of the Mortgage Loans shall be secured by a first mortgage on the related Mortgaged Property; (viii) not less than 85% of the Mortgage Loans shall have been originated pursuant to the Seller’s full documentation program; (ix) not more than 20% of the Mortgage Loans shall have borrowers located in the same state; (x) not more than 5% of the Mortgage Loans shall be investor non-owner; (xi) not more than 50% of the Mortgage Loans shall be cash out refinance; (xii) none of the Subsequent Mortgage Loans: (1) are contractually past due (assuming 30 day months) for 60 or more days as of the related Cut-Off Date; (2) have an original term to maturity in excess of 360 months; (3) have a Loan Rate less than [____]%; (4) have a Cut-Off Date Principal Balance in excess of $650,000; (5) have a Combined Loan-to-Value Ratio in excess of 100%; (6) provide for negative amortization; (7) are underwritten other than in accordance with the Seller’s underwriting guidelines; (8) have a first monthly payment due after _________ ___, 200__; (9) be a mixed-used or manufactured housing loan; or (10) have a margin of less than 0%. (e) In connection with each Subsequent Transfer Date and on the related Payment Date, the Servicer shall determine the amount and correct dispositions of earnings with respect to the Pre-Funding Account for such Payment Date. (f) The obligation of the Trust to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in Section 3.03 3.16(d) and the accuracy of the Loan Sale Agreement following representations and warranties with respect to each Subsequent Mortgage Loan determined as of the Subsequent Cut-Off Date (or such transferother date as is specified herein): (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-Off Date (except with respect to not more than 0.50% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-Off Date, which may be 30 or more days delinquent but less than 60 days delinquent as of the related Cut-Off Date); (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ____ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Combined Loan-to-Value Ratio greater than 100.00%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-Off Date, an original term to maturity not in excess of ____ months; (vi) the Subsequent Mortgage Loan must have a first monthly payment due on or before _________ ___, 200__; and (vii) the Subsequent Mortgage Loan shall be underwritten in accordance with the Seller’s underwriting criteria; (viii) the Subsequent Mortgage Loan will not have a Loan Rate less than [___]%; (ix) the Subsequent Mortgage Loan will not have a Cut-Off Date Principal Balance in excess of $__________; (x) no Subsequent Mortgage Loan is a mixed-used or manufactured housing loan; (xi) the Subsequent Mortgage Loans will not have a margin of less than 0%. (cg) Following the purchase of the Subsequent Mortgage Loans by the Trust, the Mortgage Loans (including the related Subsequent Mortgage Loans) will as of the Subsequent Cut-Off Date not be materially inconsistent with the Initial Mortgage Loans. (h) Notwithstanding the foregoing, (a) a Subsequent Mortgage Loan will not be transferred to the Trust if the inclusion of such Subsequent Mortgage Loan would adversely affect the ratings on the Class A Notes without regard to the Policy and (b) the Insurer may permit any Subsequent Mortgage Loan to be transferred to the Trust regardless of whether such Subsequent Mortgage Loan meets the requirements set forth in Section 3.16(f) of this Agreement. (i) The Seller shall update the Mortgage Loan Schedule in connection with each Subsequent Transfer Agreement within a reasonable period of time after delivery to it of the mortgage loan schedule related to the Subsequent Mortgage Loans (that are being transferred on the related Subsequent Transfer Date) attached to the related Subsequent Transfer Agreement as Attachment B thereto. (j) With respect to the Subsequent Mortgage Loans, the Seller shall, as custodian and bailee for the benefit of the Owner Trustee, Indenture Trustee and the Issuer be entitled to maintain possession of the documents and instruments listed in subclauses (A) and (C) through (F) of Section 2.01(b)(ii) in accordance with Section 2.01. (k) The Indenture Trustee shall establish and maintain, on behalf of the Class A Noteholders, the Capitalized Interest Account. On the final Pre-Funding Payment Closing Date, the Depositor shall remit the Capitalized Interest Amount to the Indenture Trustee shall transfer from for deposit in the Pre-Capitalized Interest Account. On each Funding Account to [the Class A-2 Note Account] the Pre-Funding Account Earnings, if any, applicable to each such Period Payment Date. (d) On each Payment Date occurring during the Funding Period, the Indenture Trustee shall transfer from the Capitalized Interest Account to the related Note Distribution Account an amount equal to the related Capitalized Pre-Funding Interest RequirementShortfall, if any, for such Funding Period Payment Date. On . (l) If any funds remain on deposit in the Payment Date which immediately follows Capitalized Interest Account at the end of the Funding Period, the Indenture Trustee shall make the transfer described in Section 3.16(k) if necessary for the remaining Funding Period Payment Date and following the Indenture Trustee shall distribute any withdrawals from remaining funds in the Capitalized Interest Account on such Payment Dateto the order of the Servicer. For federal income tax purposes, the Transferor shall be the owner of the Capitalized Interest Account and shall be closed and any remaining amount on deposit therein shall be paid to the Transferorreport all items of income, deduction, gain or loss arising therefrom.

Pre-Funding Account and Capitalized Interest Account. (a) On No later than the Closing Date, the Indenture TrusteeRepresentative shall establish and maintain with the Trustee in its trust department a trust account, will depositwhich shall not be interest-bearing, on behalf of titled "The Money Store Residential Trust Pre-Funding Account 1998-I" (the Holders of the Class A-2 Notes and the Note Insurer"Pre- Funding Account"). The Trustee shall, in promptly upon receipt, deposit into the Pre-Funding Account, Account and retain therein the Original Pre-Funded Amount and, on behalf from the proceeds of the Noteholders and sale of the Note Insurer, in the Capitalized Interest Account, the Original Capitalized Interest DepositNotes. (b) On each Subsequent Transfer Date, the Sponsor Representative shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and release to the Transferor or an affiliate thereof an amount equal to 100% of the aggregate Principal Balance Balances of the Subsequent Home Equity Loans transferred (or, with respect to the Low Interest Mortgage Loans, if any, an amount equal to the product of the percentage set forth on Exhibit O attached hereto determined by referring to the columns entitled "Coupon" and "Remaining Term" and the aggregate Principal Balances of such Subsequent Loans) sold to the Issuer on such Subsequent Transfer Date and pay such amount to or upon satisfaction the order of the conditions set forth in Section 3.03 of the Loan Sale Agreement Representative with respect to such transfer. In no event shall the Representative be permitted to instruct the Trustee to release from the Pre-Funding Account with respect to Subsequent Loans an amount in excess of the Original Pre-Funded Amount. (c) On If at the final end of the Funding Period amounts still remain in the Pre-Funding Payment DateAccount, the Indenture Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account on the immediately following Remittance Date and deposit in the Note Distribution Account any Pre-Funded Amount then remaining in the Pre-Funding Account. (d) On the Remittance Dates occurring during the Funding Period, the Trustee shall transfer from the Pre-Funding Account to [the Class A-2 Note Account] Distribution Account the Pre-Funding Account Earnings, if any, applicable to each such Payment Remittance Date. (de) No later than the Closing Date, the Representative shall establish and maintain with the Trustee in its trust department a trust account, which shall not be interest-bearing, titled "The Money Store Residential Trust Capitalized Interest Account 1998-I" (the "Capitalized Interest Account"). The Trustee shall, promptly upon receipt, deposit into the Capitalized Interest Account $359,498.53. If prior to the end of the Funding Period the funds on deposit in the Pre-Funding Account are invested in a guaranteed investment contract, repurchase agreement or other arrangement, that constitutes a Permitted Instrument, the Trustee shall, within one Business Day of its receipt of written notification from the Servicer, withdraw from the Capitalized Interest Account and pay to the holder of the GP Interest the amount set forth in such written notification. (f) On each Payment Date the Remittance Dates occurring during the Funding Period, the Indenture Trustee shall transfer from the Capitalized Interest Account to the related Note Distribution Account the related Capitalized Interest Requirement, if any, for such Payment DateRemittance Dates. On the Payment Date which immediately follows the end of the Funding Period, and following any withdrawals from Any amount remaining in the Capitalized Interest Account on such Payment Datethe Remittance Date immediately succeeding the last subsequent Transfer Date shall be remitted to the holder of the GP Interest, and the Capitalized Interest Account shall be closed and any remaining amount on deposit therein shall be paid to the Transferorclosed.

Pre-Funding Account and Capitalized Interest Account. (a) On No later than the Closing Date, the Indenture TrusteeSeller shall establish and maintain with the Trustee in its trust department a trust account, will depositwhich shall not be interest-bearing, on behalf titled "First National Bank of New England SBA Pre- Funding Account 1998-1" (the "Pre-Funding Account"). The Pre-Funding Account shall not constitute part of the Holders Trust Fund. The Seller shall be deemed the owner of the Class A-2 Notes and the Note Insurer, in the Pre-Funding AccountAccount for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Pre-Funding Account and retain therein the Original Pre-Funded Amount and, on behalf from the proceeds of the Noteholders and sale of the Note Insurer, in the Capitalized Interest Account, the Original Capitalized Interest DepositCertificates. (b) On each Subsequent Transfer Date, the Sponsor Seller shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and release to the Transferor or an affiliate thereof an amount equal to 100% of the aggregate Principal Balance Balances of the Subsequent Home Equity SBA Loans transferred as of the related Subsequent Cut-Off Date sold to the Issuer Trust Fund on such Subsequent Transfer Date and pay such amount to or upon satisfaction the order of the conditions set forth in Section 3.03 of the Loan Sale Agreement Seller with respect to such transfer. (c) On If at the final end of the Funding Period amounts still remain in the Pre-Funding Payment DateAccount, the Indenture Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account on the immediately following Remittance Date and deposit such amounts in the Certificate Account. However, if at the close of business on September 10, 1998, amounts still remain in the Pre-Funding Account, the Servicer shall instruct the Trustee to withdraw from the Pre-Funding Account on the Special Remittance Date and deposit in the Certificate Account any Pre- Funded Amount then remaining in the Pre-Funding Account, and then the Pre- Funding Account shall be closed. (d) On the Remittance Dates occurring in August and September 1998, the Trustee shall transfer from the Pre-Funding Account to [the Class A-2 Note Certificate Account] , the Pre-Funding Account Earnings, if any, applicable to each such Payment Remittance Date. (de) No later than the Closing Date, the Seller shall establish and maintain with the Trustee in its trust department a trust account, which shall not be interest-bearing, titled "First National Bank of New England SBA Capitalized Interest Account 1998-1" (the "Capitalized Interest Account"). The Capitalized Interest Account shall not constitute part of the Trust Fund. The Seller shall be deemed the owner of the Capitalized Interest Account for Federal income tax purposes. The Trustee shall, promptly upon receipt, deposit into the Capitalized Interest Account $71,750.36. If prior to the end of the Funding Period the funds on deposit in the Pre-Funding Account are invested in a guaranteed investment contract, repurchase agreement or other arrangement acceptable to the Rating Agency, that constitutes a Permitted Instrument, the Trustee shall, within one Business Day of its receipt of notification of satisfaction of the Rating Agency Condition, withdraw from the Capitalized Interest Account and pay to the Seller the amount set forth in such notification. (f) On each Payment Subsequent Transfer Date the Seller may instruct the Trustee to withdraw from the Capitalized Interest Account and pay on such Subsequent Transfer Date to the Seller the Overfunded Interest Amount for such Subsequent Transfer Date, as calculated by the pursuant to Section 2.09(e) hereof. (g) On the Remittance Dates occurring during in August and September 1998 the Funding Period, the Indenture Trustee shall transfer from the Capitalized Interest Account to the related Note Account Certificate Account, the related Capitalized Interest Requirement, if any, for such Payment Date. Remittance Dates. (h) On the Payment Date which immediately follows Special Remittance Date, the end of the Funding Period, and following any withdrawals Trustee shall transfer from the Capitalized Interest Account to the Certificate Account the Capitalized Interest Requirement, if any, for such Special Remittance Date. Any amounts remaining in the Capitalized Interest Account after taking into account such transfer shall be paid on such Payment DateSpecial Remittance Date to the Seller, and the Capitalized Interest Account shall be closed and any remaining amount on deposit therein shall be paid to the Transferorclosed.

Pre-Funding Account and Capitalized Interest Account. (a) The Trustee shall establish and maintain the Pre-Funding Account and the Capitalized Interest Account, each to be held in trust for the benefit of the Certificateholders. Each of the Pre-Funding Account and the Capitalized Interest Account shall be an Eligible Account. On the Closing Date, the Indenture Trustee, Depositor will deposit, on behalf of the Holders of the Class A-2 Notes and the Note Insurer, cause to be deposited in the Pre-Funding Account, Account the Original Pre-Funded Amount and, on behalf of the Noteholders and the Note Insurer, in the Capitalized Interest Account, Account the Original Initial Capitalized Interest DepositAmount. (b) On each any Subsequent Transfer Sales Date, the Sponsor Master Servicer shall instruct the Indenture Trustee Trustee, with a copy to the Depositor, (i) to withdraw from the Pre-Funded Amount in the Pre-Funding Account and release to the Transferor or an affiliate thereof an amount equal to 100% of the aggregate Scheduled Principal Balance Balances of the Subsequent Home Equity Mortgage Loans transferred as of the applicable Subsequent Cut- Off Date sold to the Issuer Trust on such Subsequent Transfer Sales Date and (ii) to pay such amounts to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 3.03 2.02(c) hereof with respect thereto. In no event shall the Trustee withdraw from the Pre-Funding Account an amount in excess of the Loan Sale Agreement with respect to such transferOriginal Pre-Funded Amount. (c) On each Master Servicer Remittance Date to and including the final Pre-Master Servicer Remittance Date immediately following the end of the Funding Payment DatePeriod, the Indenture Trustee Master Servicer shall transfer instruct the Paying Agent to transfer: (i) to the Capitalized Interest Account from the Pre-Funding Account to [the Class A-2 Note Account] , the Pre-Funding Account Earnings; and (ii) to the Asset Proceeds Account from the Capitalized Interest Account, if any, applicable to each such Payment Datethe Capitalized Interest Requirement. (d) On each Payment Subsequent Sales Date occurring during the Funding Period, Master Servicer shall instruct the Indenture Trustee shall transfer from to distribute the Capitalized Overfunded Interest Account to the related Note Account the related Capitalized Interest RequirementAmount, if any, for such Payment Dateto the Depositor. On the Payment Date which immediately follows At the end of the Funding Period, and following any withdrawals from the Capitalized Interest Account on such Payment Dateall amounts, if any, remaining in the Capitalized Interest Account shall be closed transferred to the Depositor and any remaining amount on deposit therein the Capitalized Interest Account shall be paid closed. (e) On the Master Servicer Remittance Date immediately following the end of the Funding Period, the Master Servicer shall instruct the Trustee to transfer the Pre-Funded Amount to the TransferorAsset Proceeds Account for distribution to the Holders of the Certificates in accordance with Section 3.01(b) hereof. (f) The Pre-Funding Account and the Capitalized Interest Account shall not be assets of any REMIC created pursuant to this Agreement. (g) The Trustee shall establish and maintain the Class PF-1 Account and the Class PV-1 Account, each to be held in trust for the benefit of the Class PF-1 and Class PV-1 Certificateholders. Each of the PF-1 Account and the Class PV-1 Account shall be an Eligible Account. (h) On each Master Servicer Remittance Date, the Master Servicer shall instruct the Paying Agent to transfer (i) to the Class PF-1 Account, the Class PF-1 Prepayment Amount, and (ii) to the Class PV-1 Account, the Class PV-1 Prepayment Amount. (i) The Class PF-1 Account and the Class PV-1 Account shall be assets of the Issuing REMIC created pursuant to this Agreement.