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

Pre-Funding Account and Capitalized Interest Account. (a) 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 Pre- Funding Account 1998-1" (the "Pre-Funding Account"). The Pre-Funding Account shall not constitute part of the Trust Fund. The Seller shall be deemed the owner of the Pre-Funding Account 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 from the proceeds of the sale of the Certificates. (b) On each Subsequent Transfer Date, the Seller shall instruct the Trustee to withdraw from the Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances of the Subsequent SBA Loans as of the related Subsequent Cut-Off Date sold to the Trust Fund on such Subsequent Transfer Date and pay such amount to or upon the order of the Seller with respect to such transfer. (c) If at the end of the Funding Period amounts still remain in the Pre-Funding Account, the 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 Certificate Account, the Pre-Funding Earnings, if any, applicable to each such Remittance Date. (e) 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 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 in August and September 1998 the Trustee shall transfer from the Capitalized Interest Account to the Certificate Account, the Capitalized Interest Requirement, if any, for such Remittance Dates. (h) On the Special Remittance Date, the 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 Special Remittance Date to the Seller, and the Capitalized Interest Account shall be closed.

Pre-Funding Account and Capitalized Interest Account. (a) No later than the Closing Date, the Seller Representative 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 Pre- The Money Store Residential Trust Pre-Funding Account 19981997-1II" (the "Pre-Funding Account"). The Pre-Funding Account shall not constitute part of the Trust Fund. The Seller shall be deemed the owner of the Pre-Funding Account 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 from the proceeds of the sale of the CertificatesNotes. (b) On each Subsequent Transfer Date, the Seller Representative shall instruct the Trustee to withdraw from the Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances of the Subsequent SBA Loans as (or, with respect to the Low Interest Mortgage Loans, if any, an amount equal to the product of the related 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 Cut-Off Date Loans) sold to the Trust Fund Issuer on such Subsequent Transfer Date and pay such amount to or upon the order of the Seller 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) If at the end of the Funding Period amounts still remain in the Pre-Funding Account, the 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 Note Distribution Account any 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 1998during the Funding Period, the Trustee shall transfer from the Pre-Funding Account to the Certificate Account, Note Distribution Account the Pre-Funding Earnings, if any, applicable to each such Remittance Date. (e) No later than the Closing Date, the Seller Representative 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 The Money Store Residential Trust Capitalized Interest Account 19981997-1II" (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 $71,750.360. 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 Agencyarrangement, that constitutes a Permitted Instrument, the Trustee shall, within one Business Day of its receipt of written notification of satisfaction of from the Rating Agency ConditionServicer, withdraw from the Capitalized Interest Account and pay to the Seller holder of the GP Interest the amount set forth in such written notification. (f) On each 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 in August and September 1998 during the Funding Period, the Trustee shall transfer from the Capitalized Interest Account to the Certificate Account, Note Distribution Account the Capitalized Interest Requirement, if any, for such Remittance Dates. (h) On the Special Remittance Date, the 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 amount remaining in the Capitalized Interest Account after taking into account such transfer on the Remittance Date immediately succeeding the last subsequent Transfer Date shall be paid on such Special Remittance Date remitted to the Sellerholder of the GP Interest, and the Capitalized Interest Account shall be closed.

Pre-Funding Account and Capitalized Interest Account. (a) No later than the Closing Date, the Seller The Trustee 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 Pre- Funding Account 1998-1" (the "Pre-Funding Account"). The Pre-Funding Account shall not constitute part and the Capitalized Interest Account, each to be held in trust for the benefit of the Trust FundCertificateholders. The Seller shall be deemed the owner Each of the Pre-Funding Account for Federal income tax purposesand the Capitalized Interest Account shall be an Eligible Account. The Trustee shallOn the Closing Date, promptly upon receipt, deposit into the Depositor will cause to be deposited in the Pre-Funding Account and retain therein the Original Pre-Funded Amount from and in the proceeds of Capitalized Interest Account the sale of the CertificatesInitial Capitalized Interest Amount. (b) On each any Subsequent Transfer Sales Date, the Seller Master Servicer shall instruct the Trustee Trustee, with a copy to the Depositor, (i) to withdraw from the Pre-Funded Amount in the Pre-Funding Account an amount equal to 100% of the aggregate Scheduled Principal Balances of the Subsequent SBA Mortgage Loans as of the related applicable Subsequent Cut-Cut- Off Date sold to the Trust Fund on such Subsequent Transfer Sales Date and and (ii) to pay such amount amounts to or upon the order of the Seller Depositor upon satisfaction of the conditions set forth in Section 2.02(c) hereof with respect to such transferthereto. In no event shall the Trustee withdraw from the Pre-Funding Account an amount in excess of the Original Pre-Funded Amount. (c) If at On each Master Servicer Remittance Date to and including the Master Servicer Remittance Date immediately following the end of the Funding Period amounts still remain in Period, the Master Servicer shall instruct the Paying Agent to transfer: (i) to the Capitalized Interest Account from the Pre-Funding Account, the Pre-Funding Account Earnings; and (ii) to the Asset Proceeds Account from the Capitalized Interest Account, the Capitalized Interest Requirement. (d) On each Subsequent Sales Date the Master Servicer shall instruct the Trustee to withdraw from distribute 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 Certificate Account, the Pre-Funding EarningsOverfunded Interest Amount, if any, applicable to each such Remittance Date. (e) 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")Depositor. 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 At the end of the Funding Period the funds on deposit in the Pre-Funding Account are invested in a guaranteed investment contractPeriod, 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 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 in August and September 1998 the Trustee shall transfer from the Capitalized Interest Account to the Certificate Account, the Capitalized Interest Requirementall amounts, if any, for such Remittance Dates. (h) On the Special Remittance Date, the 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 Special Remittance Date transferred to the Seller, Depositor and the Capitalized Interest Account shall be 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 Asset 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.

Pre-Funding Account and Capitalized Interest Account. (a) No later than the Closing Date, the Seller Representative 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 Pre- The Money Store Business Loan Pre-Funding Account 19981997-1" (the "Pre-Funding Account"). The Pre-Funding Account shall not constitute part of the Trust Fund. The Seller Representative shall be deemed the owner of the Pre-Funding Account 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 from the proceeds of the sale of the Certificates. (b) On each Subsequent Transfer Date, the Seller Representative shall instruct the Trustee to withdraw from the Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances of the Subsequent SBA Business Loans as of the related Subsequent Cut-Off Date sold to the Trust Fund on such Subsequent Transfer Date and pay such amount to or upon the order of the Seller Representative with respect to such transfer. (c) If at the end of the Funding Period amounts still remain in the Pre-Funding Account, the 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 10June 24, 19981997, amounts still remain in the Pre-Funding Account, the Servicer shall instruct the Trustee to withdraw from the Pre-Pre- Funding Account on the Special Remittance Date and deposit in the Certificate Account any Pre- 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 April, May and September 1998June 1997, the Trustee shall transfer from the Pre-Funding Account to the Certificate Account, the Pre-Funding Earnings, if any, applicable to each such Remittance Date. (e) No later than the Closing Date, the Seller Representative 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 The Money Store Business Loan Capitalized Interest Account 19981997-1" (the "Capitalized Interest Account"). The Capitalized Interest Account shall not constitute part of the Trust Fund. The Seller 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 $71,750.3621,868.07. 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 AgencyAgencies, 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 Representative the amount set forth in such notification. (f) On each Subsequent Transfer Date the Seller Representative may instruct the Trustee to withdraw from the Capitalized Interest Account and pay on such Subsequent Transfer Date to the Seller 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 in August April, May and September 1998 June 1997, the Trustee shall transfer from the Capitalized Interest Account to the Certificate Account, the Capitalized Interest Requirement, if any, for such Remittance Dates. (h) On the Special Remittance Date, the 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 Special Remittance Date to the SellerRepresentative, and the Capitalized Interest Account shall be closed.

Pre-Funding Account and Capitalized Interest Account. (a) No later than On the Closing Date, the Seller shall establish Indenture Trustee, will deposit, on behalf of the Holders of the Class A-2 Notes and maintain with the Trustee Note Insurer, in its trust department a trust account, which shall not be interest-bearing, 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 Trust Fund. The Seller shall be deemed the owner of the Pre-Funding Account 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 from the proceeds and, on behalf of the sale of Noteholders and the CertificatesNote Insurer, in the Capitalized Interest Account, the Original Capitalized Interest Deposit. (b) On each Subsequent Transfer Date, the Seller 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 aggregate Principal Balances Balance of the Subsequent SBA Home Equity Loans as of the related Subsequent Cut-Off Date sold transferred to the Trust Fund Issuer on such Subsequent Transfer Date and pay such amount to or upon the order satisfaction of the Seller conditions set forth in Section 3.03 of the Loan Sale Agreement with respect to such transfer. (c) If at On the end of the Funding Period amounts still remain in the final Pre-Funding AccountPayment Date, the 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 Indenture Trustee shall transfer from the Pre-Funding Account to [the Certificate Class A-2 Note Account, ] the Pre-Funding Account Earnings, if any, applicable to each such Remittance Payment Date. (e) 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. (fd) On each Subsequent Transfer Payment Date occurring during the Seller may instruct Funding Period, 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 in August and September 1998 the Indenture Trustee shall transfer from the Capitalized Interest Account to the Certificate Account, related Note Account the related Capitalized Interest Requirement, if any, for such Remittance Dates. (h) Payment Date. On the Special Remittance DatePayment Date which immediately follows the end of the Funding Period, the Trustee shall transfer and following any withdrawals 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 Special Remittance Date to the SellerPayment Date, and the Capitalized Interest Account shall be closedclosed and any remaining amount on deposit therein shall be paid to the Transferor.

Pre-Funding Account and Capitalized Interest Account. (a) No later than the Closing Date, the Seller The Indenture Trustee shall establish and maintain with maintain, on behalf of the Trustee in its trust department a trust accountClass A Noteholders, which shall not be interest-bearing, titled "First National Bank of New England SBA Pre- Funding Account 1998-1" (the "Pre-Funding Account"). The On the Closing Date the Seller shall remit the Pre-Funding Account shall not constitute part of Funded Amount to the Trust Fund. The Seller shall be deemed the owner of Indenture Trustee for deposit in the Pre-Funding Account for Federal income tax purposesAccount. The Trustee shall, promptly upon receipt, deposit into the Pre-Funding Account and retain therein the Original Pre-Funded Amount from the proceeds of the sale of the Certificates. (b) On each Subsequent Transfer Date, upon satisfaction of the Seller shall instruct conditions for such Subsequent Transfer Date with respect to the related Subsequent Transfer Agreement, the Indenture Trustee to withdraw shall, from funds in the Pre-Funding Account an amount equal Account, distribute to 100% the Seller the Aggregate Subsequent Transfer Amount as payment of the aggregate purchase price for the related Subsequent Mortgage Loans. If at any time the Servicer becomes aware that the Principal Balances Balance of the Subsequent SBA Mortgage Loans as of the related Subsequent Cut-Off Date sold to reflected on any Subsequent Transfer Agreement exceeds the Trust Fund on actual principal balance of such Subsequent Transfer Date Mortgage Loans as of such Subsequent Cut-Off Date, the Servicer may so notify the Indenture Trustee and pay such amount the Indenture Trustee shall redeposit into the Pre-Funding Account the excess reported to or upon it by the order of the Seller with respect to such transferServicer. (cb) If any funds remain in the Pre-Funding Account at the end of the Funding Period Period, to the extent that they represent earnings on the amounts still remain in originally deposited into the Pre-Funding Account, the Servicer Indenture Trustee shall instruct 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 Indenture Trustee to shall withdraw from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Mortgage Loans so transferred to the 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 immediately 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 Remittance 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 deposit such amounts in on the Certificate Account. However, if at the close of business on September 10, 1998, amounts still remain in the Pre-Funding Accountrelated Payment Date, the Servicer shall instruct determine the Trustee amount and correct dispositions of earnings with respect 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 Certificate Account, the Pre-Funding Earnings, if any, applicable to each for such Remittance Payment Date. (ef) No later 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 3.16(d) and the accuracy of the following representations and warranties with respect to each Subsequent Mortgage Loan determined as of the Subsequent Cut-Off Date (or such other 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%. (g) 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 Closing Date, the Seller Depositor shall establish and maintain with remit 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" (Amount to the "Indenture Trustee for deposit in 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 On each 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 InstrumentPayment Date, 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 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 in August and September 1998 the Indenture Trustee shall transfer from the Capitalized Interest Account to the Certificate Account, Distribution Account an amount equal to the Capitalized Pre-Funding Interest RequirementShortfall, if any, for such Remittance DatesFunding Period Payment Date. (hl) On If any funds remain on deposit in the Special Remittance DateCapitalized Interest Account at the end of the Funding Period, the Indenture Trustee shall make the transfer from described in Section 3.16(k) if necessary for the remaining Funding Period Payment Date and the Indenture Trustee shall distribute any remaining funds in the Capitalized Interest Account to the Certificate Account order of the Capitalized Interest RequirementServicer. For federal income tax purposes, if any, for such Special Remittance Date. Any amounts remaining in the Transferor shall be the owner of the Capitalized Interest Account after taking into account such transfer and shall be paid on such Special Remittance Date to the Sellerreport all items of income, and the Capitalized Interest Account shall be closeddeduction, gain or loss arising therefrom.

Pre-Funding Account and Capitalized Interest Account. (a) No later than The Indenture Trustee shall establish and maintain, on behalf of the Noteholders and the Insurer, the Pre-Funding Account. On the Closing Date, the Seller Depositor shall establish and maintain with remit the Pre-Funding Amount to the Indenture Trustee for deposit in its trust department a trust account, which shall not be interest-bearing, 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 Trust Fund. The Seller shall be deemed the owner of the Pre-Funding Account 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 from the proceeds of the sale of the Certificates. (b) On each Subsequent Transfer Date, upon satisfaction of the 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 the Seller shall instruct the Trustee to withdraw from 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 an amount equal to 100% of the aggregate Principal Balances of the Subsequent SBA Loans as of the related Subsequent Cut-Off Date sold on May 24, 2007, to the Trust Fund extent they represent interest earnings on such Subsequent Transfer Date and pay such amount to or upon the order of the Seller with respect to such transfer. (c) If at the end of the Funding Period amounts still remain in originally deposited into the Pre-Funding Account, the 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 Indenture Trustee shall transfer from the Pre-Funding Account distribute them to the Certificate Account, order of the Pre-Funding Earnings, if any, applicable to each such Remittance Date. (e) 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")Depositor. 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 remaining funds on deposit in the Pre-Funding Account are invested in a guaranteed investment contract, repurchase agreement or other arrangement acceptable shall be transferred to the Rating AgencyPayment Account to be included as part of principal payments to the Notes, that constitutes a Permitted Instrumentin accordance with the priorities set forth herein, on the May 2007 Payment Date. (b) The Indenture Trustee shall establish and maintain, on behalf of the Noteholders and the Insurer, the Capitalized Interest Account. On the Closing Date, the Depositor shall remit the Capitalized Interest Deposit to the Indenture Trustee shall, within one for deposit in the Capitalized Interest Account. On the Business Day of its receipt of notification of satisfaction prior to each of the Rating Agency ConditionMarch 2007, withdraw April 2007 and May 2007 Payment Dates, the Indenture Trustee shall transfer from the related Capitalized Interest Account to the Payment Account an amount equal to the related Capitalized Interest Requirement for such Payment Date. On each of the March 2007, April 2007 and May 2007 Payment Dates, the related Overfunded Interest Amount shall be withdrawn from the Capitalized Interest Account and pay paid to the Seller the amount set forth in such notification. (f) On each 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 in August and September 1998 the Trustee shall transfer from the Capitalized Interest Account to the Certificate Account, the Capitalized Interest Requirement, if any, for such Remittance Dates. (h) On the Special Remittance Date, the Trustee shall transfer from the Capitalized Interest Account to the Certificate Account the Capitalized Interest Requirement, if any, for such Special Remittance DateSeller. Any amounts funds remaining in the Capitalized Interest Account Accounts immediately after taking into account such transfer the May 2007 Payment Date shall be paid on such Special Remittance Date to the Seller, and the Capitalized Interest Account shall be closedDepositor.

Pre-Funding Account and Capitalized Interest Account. (a) No later than the Closing Date, the Seller Representative 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 Pre- The Money Store Residential Trust Pre-Funding Account 19981997-1I" (the "Pre-Pre- Funding Account"). The Pre-Funding Account shall not constitute part of the Trust Fund. The Seller shall be deemed the owner of the Pre-Funding Account 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 from the proceeds of the sale of the CertificatesNotes. (b) On each Subsequent Transfer Date, the Seller Representative shall instruct the Trustee to withdraw from the Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances of the Subsequent SBA Loans as (or, with respect to the Low Interest Mortgage Loans, if any, an amount equal to the product of the related 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 Cut-Off Date Loans) sold to the Trust Fund Issuer on such Subsequent Transfer Date and pay such amount to or upon the order of the Seller 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) If at the end of the Funding Period amounts still remain in the Pre-Funding Account, the 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 Note Distribution Account any 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 1998during the Funding Period, the Trustee shall transfer from the Pre-Funding Account to the Certificate Account, Note Distribution Account the Pre-Funding Earnings, if any, applicable to each such Remittance Date. (e) No later than the Closing Date, the Seller Representative shall establish and maintain with the Trustee in its trust department a trust account, which shall not be interest-interest- bearing, titled "First National Bank of New England SBA The Money Store Residential Trust Capitalized Interest Account 19981997-1I" (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 $71,750.36524,786.60. 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 acceptable to the Rating Agencyarrangement, that constitutes a Permitted Instrument, the Trustee shall, within one Business Day of its receipt of written notification of satisfaction of from the Rating Agency ConditionServicer, withdraw from the Capitalized Interest Account and pay to the Seller holder of the GP Interest the amount set forth in such written notification. (f) On each 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 in August and September 1998 during the Funding Period, the Trustee shall transfer from the Capitalized Interest Account to the Certificate Account, Note Distribution Account the Capitalized Interest Requirement, if any, for such Remittance Dates. (h) On the Special Remittance Date, the 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 amount remaining in the Capitalized Interest Account after taking into account such transfer on the Remittance Date immediately succeeding the last subsequent Transfer Date shall be paid on such Special Remittance Date remitted to the Sellerholder of the GP Interest, and the Capitalized Interest Account shall be closed.