Common use of Principal Account Clause in Contracts

Principal Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, for the benefit of the Series 1997-2 Certificateholders, with a Qualified Institution a segregated trust account (the "Principal Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1997-2 Certificateholders. The Principal Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds held from time to time in the Principal Account and in all proceeds thereof. The Principal Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1997-2 Certificateholders. If, at any time, the institution holding the Principal Account ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within five (5) Business Days establish a new Principal Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Principal Account. Pursuant to the authority granted to the Servicer in Section 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) Funds held in the Principal Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. All such Permitted Investments shall be held by the Trustee for the benefit of the Series 1997-2 Certificateholders; provided, however, that on each Distribution Date all interest and other investment income (net of losses and investment expenses) ("Principal Investment Proceeds") on funds held therein shall be applied as set forth in Section 4.13(c) below. Funds held in the Principal Account shall be invested in Permitted Investments that will mature so that such funds will be available for withdrawal on or prior to the following Distribution Date. No Permitted Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of a Permitted Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1997-2 Certificateholders may be adversely affected if such Permitted Investment is held to its maturity. (c) On each Distribution Date with respect to the Accumulation Period, the Servicer shall direct the Trustee to withdraw from the Principal Account and deposit into the Collection Account all Principal Investment Proceeds then held in the Principal Account and such Principal Investment Proceeds shall be treated as a portion of (x) prior to the payment in full of the Class A Investor Amount, Class A Available Funds and (y) thereafter, Class B Available Funds, in each case for such Distribution Date. (d) Reinvested interest and other investment income on funds deposited in the Principal Account shall not be considered to be principal amounts held therein for purposes of this Agreement.

Principal Account. (a) The Servicer shall establish Securities in each Trust and maintainall moneys (except moneys held by the Trustee pursuant to subsection (b) hereof) other than amounts credited to the Interest Account, received by the Trustee in the name respect of the TrusteeSecurities in each Trust, including insurance thereon, shall be credited to a separate account for the benefit of the Series 1997-2 Certificateholders, with a Qualified Institution a segregated trust account (each Trust to be known as the "Principal Account." (b) Moneys and/or irrevocable letters of credit required to purchase Contract Securities or to purchase Securities pursuant to the Depositor's written instructions, or deposited to secure such purchases, are hereby declared to be held specially by the Trustee for such purchases and shall not be deemed to be part of the Principal Account until (i) the Depositor fails to timely purchase a Contract Security and has not given the Failed Contract Notice (as defined in Section 3.14) at which time the moneys and/or letters of credit attributable to the Contract Security not purchased by the Depositor shall be credited to the Principal Account; or (ii) the Depositor has given the Trustee the Failed Contract Notice at which time the moneys and/or letters of credit attributable to failed contracts referred to in such Notice shall be credited to the Principal Account; PROVIDED, HOWEVER, that if the Depositor also notifies the Trustee in the Failed Contract Notice that it has purchased or entered into a contract to purchase a New Security (as defined in Section 3.14), bearing a designation clearly indicating that the funds deposited therein are held for Trustee shall not credit such moneys and/or letters of credit to the benefit of the Series 1997-2 Certificateholders. The Principal Account unless the New Security shall initially be established with also have failed or is not delivered by the TrusteeDepositor within two business days after the settlement date of such New Security, in which event the Trustee shall forthwith credit such moneys and/or letters of credit to the Principal Account. The Trustee shall possess all rightin any case forthwith credit to the Principal Account, title and interest in all funds held from time to time the extent of moneys, or moneys then available under any letter of credit, deposited by the Depositor, and/or cause the Depositor to deposit in the Principal Account Account, the difference, if any, between the purchase price of the failed Contract Security and in all proceeds thereofthe purchase price of the New Security, together with any sales charge and accrued interest applicable to such difference (or applicable to the failed Contract Security if no New Security is deposited) and distribute such moneys to Unitholders pursuant to Section 3.05. The Principal Account Trustee shall be under the sole dominion and control of the Trustee for the benefit of the Series 1997-2 Certificateholders. If, at any time, the institution holding the Principal Account ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within five (5) Business Days establish a new Principal Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Principal Account. Pursuant give prompt written notice to the authority granted Depositor and the Evaluator of all amounts credited to the Servicer in Section 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) Funds held in the Principal Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. All such Permitted Investments shall be held by the Trustee for the benefit of the Series 1997-2 Certificateholders; provided, however, that on each Distribution Date all interest and other investment income (net of losses and investment expenses) ("Principal Investment Proceeds") on funds held therein shall be applied as set forth in Section 4.13(c) below. Funds held in the Principal Account shall be invested in Permitted Investments that will mature so that such funds will be available for withdrawal on or prior to the following Distribution Date. No Permitted Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of a Permitted Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1997-2 Certificateholders may be adversely affected if such Permitted Investment is held to its maturity. (c) On each Distribution Date with respect to the Accumulation Period, the Servicer shall direct the Trustee to withdraw withdrawn from the Principal Account and deposit into the Collection balance in such Account all Principal Investment Proceeds then held in the Principal Account and after giving effect to such Principal Investment Proceeds shall be treated as a portion of (x) prior to the payment in full of the Class A Investor Amount, Class A Available Funds and (y) thereafter, Class B Available Funds, in each case for such Distribution Datecredit or withdrawal. (d) Reinvested interest and other investment income on funds deposited in the Principal Account shall not be considered to be principal amounts held therein for purposes of this Agreement.

Principal Account. (a1) The Servicer shall establish Securities and maintainall cash, in the name of the Trustee, for the benefit of the Series 1997-2 Certificateholders, with a Qualified Institution a segregated trust account (the "Principal Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1997-2 Certificateholders. The Principal Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds held from time to time in the Principal Account and in all proceeds thereof. The Principal Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1997-2 Certificateholders. If, at any time, the institution holding the Principal Account ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within five (5) Business Days establish a new Principal Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Principal Account. Pursuant other than amounts credited to the authority granted to the Servicer in Section 3.1(b) of the AgreementIncome Account, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) Funds held in the Principal Account shall be invested at the direction of the Servicer received by the Trustee in Permitted Investments. All such Permitted Investments respect of the Securities shall be credited to a separate account to be known as the “Principal Account”. (a) Moneys and/or irrevocable letters of credit required to purchase Contract Securities or deposited to secure such purchases are hereby declared to be held specially by the Trustee for the benefit such purchases and shall not be deemed to be part of the Series 1997-2 CertificateholdersPrincipal Account until (i) the Depositor fails to timely purchase Contract Securities and has not given the Failed Contract Notice (as defined in Section 3.7) at which time the moneys and/or letters of credit attributable to the Contract Securities not purchased by the Depositor shall be credited to the Principal Account; or (ii) the Depositor has given the Trustee the Failed Contract Notice at which time the moneys and/or letters of credit attributable to failed contracts referred to in such Notice shall be credited to the Principal Account; provided, however, that on each Distribution Date all interest and other investment income if the Depositor also notifies the Trustee in the Failed Contract Notice that it has purchased or entered into a contract to purchase Substitute Securities (net of losses and investment expenses) ("Principal Investment Proceeds") on funds held therein shall be applied as set forth defined in Section 4.13(c) below3.7), the Trustee shall not credit such moneys and/or letters of credit to the Principal Account unless the Substitute Securities shall also have failed or are not delivered by the Depositor within two business days after the settlement date of such Substitute Securities, in which event the Trustee shall forthwith credit such moneys and/or letters of credit to the Principal Account. Funds To the extent of moneys, and/or moneys drawn under a letter of credit, deposited by the Depositor and then held by the Trustee, the Trustee shall credit to the Principal Account, and to the extent such moneys are insufficient the Depositor shall deposit in the Principal Account Account, the difference, if any, between the purchase price of the failed Contract Securities and the purchase price of the Substitute Securities, together with any sales charge and accrued dividends applicable to such difference and distribute such moneys to Unitholders pursuant to Section 3.5. Cash held or receivable from the Depositor pursuant to Section 2.5 in respect of contracts for purchase of Additional Securities entered into by the Trustee shall be invested in Permitted Investments that will mature so that such funds will be available for withdrawal on or prior credited to the following Distribution Date. No Permitted Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of a Permitted Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1997-2 Certificateholders may be adversely affected if such Permitted Investment is held to its maturity. (c) On each Distribution Date with respect to the Accumulation Period, the Servicer shall direct the Trustee to withdraw from the Principal Account and deposit upon the Trustee’s entering into the Collection Account all Principal Investment Proceeds then held in the Principal Account and such Principal Investment Proceeds shall be treated as a portion of (x) prior to the payment in full of the Class A Investor Amount, Class A Available Funds and (y) thereafter, Class B Available Funds, in each case for such Distribution Datecontracts. (d) Reinvested interest and other investment income on funds deposited in the Principal Account shall not be considered to be principal amounts held therein for purposes of this Agreement.

Principal Account. (a) The Servicer On or before each November 1, commencing November 1, 201_, the Trustee shall establish set aside from the Revenue Fund and maintain, deposit in the name Principal Account an amount of money equal to the amount of all sinking fund payments required to be made on such November 1, into the respective sinking fund accounts for all Outstanding Term Bonds and the principal amount of all Outstanding Serial Bonds maturing on such November 1. No deposit need be made in the Principal Account if the amount contained therein and available to pay principal of the Trustee, for Bonds is at least equal to the benefit aggregate amount of the Series 1997-2 Certificateholders, with a Qualified Institution a segregated trust account (principal of all Outstanding Serial Bonds maturing by their terms on such November 1 plus the "Principal Account"), bearing a designation clearly indicating that the funds deposited therein are held aggregate amount of all sinking fund payments required to be made on such November 1 for the benefit of the Series 1997-2 Certificateholders. The Principal Account shall initially be established with the Trusteeall Outstanding Term Bonds. The Trustee shall possess all right, title establish and interest in all funds held from time to time in maintain within the Principal Account a separate subaccount for the Term Bonds of each Series and in all proceeds thereofmaturity, designated as the “____ Sinking Account” (the “Sinking Account”), inserting therein the Series and maturity (if more than one such account is established for such Series) designation of such Bonds. The Principal Account shall be under the sole dominion and control of With respect to each Sinking Account, on each mandatory sinking account payment date established for such Sinking Account, the Trustee for shall apply the benefit mandatory sinking account payment required on that date to the redemption (or payment at maturity, as the case may be) of Term Bonds of the Series 1997-2 Certificateholdersand maturity for which such Sinking Account was established, upon the notice and in the manner provided in Article IV; provided that, at any time prior to selection of Bonds for redemption, the Trustee may, upon the Written Request of the Authority, apply moneys in such Sinking Account to the purchase of Term Bonds of such Series and maturity at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account), as may be directed by the Authority, except that the purchase price (excluding accrued interest) shall not exceed the redemption price that would be payable for such Bonds upon redemption by application of such mandatory sinking account payment. If, at any time, during the institution holding the Principal Account ceases to be a Qualified Institutiontwelve (12)-month period immediately preceding said mandatory sinking account payment date, the Trustee (or the Servicer on its behalf) has purchased Term Bonds of such Series and maturity with moneys in such Sinking Account, such Bonds so purchased shall within five (5) Business Days establish a new Principal Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Principal Account. Pursuant be applied, to the authority granted to the Servicer in Section 3.1(b) extent of the Agreement, the Servicer shall have the power, revocable by the Trusteefull principal amount thereof, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) Funds held reduce said mandatory sinking account payment. All money in the Principal Account shall be invested at the direction of the Servicer used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds as it shall become due and payable, whether at maturity or redemption, except that any money in Permitted Investments. All such Permitted Investments any Sinking Account shall be held used and withdrawn by the Trustee only to purchase or to redeem or to pay Term Bonds for the benefit of the Series 1997-2 Certificateholders; provided, however, that on each Distribution Date all interest and other investment income (net of losses and investment expenses) ("Principal Investment Proceeds") on funds held therein shall be applied as set forth in Section 4.13(c) below. Funds held in the Principal which such Sinking Account shall be invested in Permitted Investments that will mature so that such funds will be available for withdrawal on or prior to the following Distribution Date. No Permitted Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of a Permitted Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1997-2 Certificateholders may be adversely affected if such Permitted Investment is held to its maturitywas created. (c) On each Distribution Date with respect to the Accumulation Period, the Servicer shall direct the Trustee to withdraw from the Principal Account and deposit into the Collection Account all Principal Investment Proceeds then held in the Principal Account and such Principal Investment Proceeds shall be treated as a portion of (x) prior to the payment in full of the Class A Investor Amount, Class A Available Funds and (y) thereafter, Class B Available Funds, in each case for such Distribution Date. (d) Reinvested interest and other investment income on funds deposited in the Principal Account shall not be considered to be principal amounts held therein for purposes of this Agreement.

Principal Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, for the benefit of the Series 19971998-2 Certificateholders, with a Qualified Institution a segregated trust account (the "Principal Account"), ----------------- bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 19971998-2 Certificateholders. The Principal Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds held from time to time in the Principal Account and in all proceeds thereof. The Principal Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 19971998-2 Certificateholders. If, at any time, the institution holding the Principal Account ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within five (5) Business Days establish a new Principal Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Principal Account. Pursuant to the authority granted to the Servicer in Section 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) Funds held in the Principal Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. All such Permitted Investments shall be held by the Trustee for the benefit of the Series 19971998-2 Certificateholders; provided, however, that on each Distribution Date all interest and other investment income (net of losses and investment expenses) ("Principal Investment Proceeds") on funds held therein shall be applied as set ----------------------------- forth in Section 4.13(c) below. Funds held in the Principal Account shall be invested in Permitted Investments that will mature so that such funds will be available for withdrawal on or prior to the following Distribution Date. No Permitted Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of a Permitted Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 19971998-2 Certificateholders may be adversely affected if such Permitted Investment is held to its maturity. (c) On each Distribution Date with respect to the Accumulation Period, the Servicer shall direct the Trustee to withdraw from the Principal Account and deposit into the Collection Account all Principal Investment Proceeds then held in the Principal Account and such Principal Investment Proceeds shall be treated as a portion of (x) prior to the payment in full of the Class A Investor Amount, Class A Available Funds and (y) thereafter, Class B Available Funds, in each case for such Distribution Date. (d) Reinvested interest and other investment income on funds deposited in the Principal Account shall not be considered to be principal amounts held therein for purposes of this Agreement.

Principal Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, for the benefit of the Series 19971998-2 Certificateholders, with a Qualified Institution a segregated trust account (the "Principal Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 19971998-2 Certificateholders. The Principal Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds held from time to time in the Principal Account and in all proceeds thereof. The Principal Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1997-2 Certificateholders. If, at any time, the institution holding the Principal Account ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within five (5) Business Days establish a new Principal Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Principal Account. Pursuant to the authority granted to the Servicer in Section 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) Funds held in the Principal Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. All such Permitted Investments shall be held by the Trustee for the benefit of the Series 19971998-2 Certificateholders; provided, however, that on each Distribution Date all interest and other investment income (net of losses and investment expenses) ("Principal Investment Proceeds") on funds held therein shall be applied as set forth in Section 4.13(c) below. Funds held in the Principal Account shall be invested in Permitted Investments that will mature so that such funds will be available for withdrawal on or prior to the following Distribution Date. No Permitted Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of a Permitted Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 19971998-2 Certificateholders may be adversely affected if such Permitted Investment is held to its maturity. (c) On each Distribution Date with respect to the Accumulation Period, the Servicer shall direct the Trustee to withdraw from the Principal Account and deposit into the Collection Account all Principal Investment Proceeds then held in the Principal Account and such Principal Investment Proceeds shall be treated as a portion of (x) prior to the payment in full of the Class A Investor Amount, Class A Available Funds and (y) thereafter, Class B Available Funds, in each case for such Distribution Date. (d) Reinvested interest and other investment income on funds deposited in the Principal Account shall not be considered to be principal amounts held therein for purposes of this Agreement.

Principal Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, for the benefit of the Series 19971999-2 1 Certificateholders, with a Qualified Institution a segregated trust account (the "Principal Account"), ----------------- bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 19971999-2 1 Certificateholders. The Principal Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds held from time to time in the Principal Account and in all proceeds thereof. The Principal Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 19971999-2 1 Certificateholders. If, at any time, the institution holding the Principal Account ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within five (5) Business Days establish a new Principal Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Principal Account. Pursuant to the authority granted to the Servicer in Section 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) Funds held in the Principal Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. All such Permitted Investments shall be held by the Trustee for the benefit of the Series 19971999-2 1 Certificateholders; provided, however, that on each Distribution Date all interest and other investment income (net of losses and investment expenses) ("Principal Investment Proceeds") on funds held therein shall be applied as set ----------------------------- forth in Section 4.13(c) below. Funds held in the Principal Account shall be invested in Permitted Investments that will mature so that such funds will be available for withdrawal on or prior to the following Distribution Date. No Permitted Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of a Permitted Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1997Series 1999-2 1 Certificateholders may be adversely affected if such Permitted Investment is held to its maturity. (c) On each Distribution Date with respect to the Accumulation Period, the Servicer shall direct the Trustee to withdraw from the Principal Account and deposit into the Collection Account all Principal Investment Proceeds then held in the Principal Account and such Principal Investment Proceeds shall be treated for such Distribution Date as a portion of (x) prior to the payment in full of the Class A Investor Amount, Class A Available Funds and (y) thereafterFunds, Class B Available Funds, in each case for such Distribution DateCTO Available Funds and Class D Available Funds, as herein provided. (d) Reinvested interest and other investment income on funds deposited in the Principal Account shall not be considered to be principal amounts held therein for purposes of this Agreement.

Principal Account. (a) The Servicer shall establish Bonds and maintainall moneys (except moneys held by the Trustee pursuant to subsection (b) hereof), other than amounts credited to the Interest Account or the Reserve Account, received by the Trustee in the name respect of the Trustee, for the benefit of the Series 1997-2 Certificateholders, with Bonds or insurance on any Bonds shall be credited to a Qualified Institution a segregated trust separate account (to be known as the "Principal Account."), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1997-2 Certificateholders. The Principal Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds held from time to time in the Principal Account and in all proceeds thereof. The Principal Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1997-2 Certificateholders. If, at any time, the institution holding the Principal Account ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within five (5) Business Days establish a new Principal Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Principal Account. Pursuant to the authority granted to the Servicer in Section 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) Funds held in the Principal Account shall be invested at the direction Moneys and/or irrevocable letters of the Servicer by the Trustee in Permitted Investments. All credit required to purchase Contract Bonds or deposited to secure such Permitted Investments shall purchases are hereby declared to be held specially by the Trustee for the benefit such purchases and shall not be deemed to be part of the Series 1997-2 CertificateholdersPrincipal Account until (i) the Depositor fails to timely purchase a Contract Bond and has not given the Failed Contract Notice (as defined in Section 3.14) at which time the moneys and/or letters of credit attributable to the Contract Bond not purchased by the Depositor shall be credited to the Principal Account; or (ii) the Depositor has given the Trustee the Failed Contract Notice at which time the moneys and/or letters of credit attributable to failed contracts referred to in such Notice shall be credited to the Principal Account; provided, however, that on each Distribution Date all interest and other investment income if the Depositor also notifies the Trustee in the Failed Contract Notice that it has purchased or entered into a contract to purchase a New Bond (net of losses and investment expenses) ("Principal Investment Proceeds") on funds held therein shall be applied as set forth defined in Section 4.13(c) below3.14), the Trustee shall not credit such moneys and/or letters of credit to the Principal Account unless the New Bond shall also have failed or is not delivered by the Depositor within two business days after the settlement date of such New Bond, in which event the Trustee shall forthwith credit such moneys and/or letters of credit to the Principal Account. Funds held The Trustee shall in any case forthwith credit to the Principal Account, and/or cause the Depositor to deposit in the Principal Account shall be invested in Permitted Investments that will mature so that Account, the difference, if any, between the purchase price of the failed Contract Bond and the purchase price of the New Bond, together with any sales charge and accrued interest applicable to such funds will be available for withdrawal on or prior difference and distribute such moneys to the following Distribution Date. No Permitted Investment shall be disposed of prior Certificateholders pursuant to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of a Permitted Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1997-2 Certificateholders may be adversely affected if such Permitted Investment is held to its maturitySection 3.5. (c) On each Distribution Date with respect to the Accumulation Period, the Servicer shall direct the Trustee to withdraw from the Principal Account and deposit into the Collection Account all Principal Investment Proceeds then held in the Principal Account and such Principal Investment Proceeds shall be treated as a portion of (x) prior to the payment in full of the Class A Investor Amount, Class A Available Funds and (y) thereafter, Class B Available Funds, in each case for such Distribution Date. (d) Reinvested interest and other investment income on funds deposited in the Principal Account shall not be considered to be principal amounts held therein for purposes of this Agreement.

Principal Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, for the benefit of the Series 19972001-2 Certificateholders, with a Qualified Institution a segregated trust account (the "Principal Account"), ----------------- bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 19972001-2 Certificateholders. The Principal Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds held from time to time in the Principal Account and in all proceeds thereof. The Principal Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 19972001-2 Certificateholders. If, at any time, the institution holding the Principal Account ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within five (5) Business Days establish a new Principal Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Principal Account. Pursuant to the authority granted to the Servicer in Section 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) Funds held in the Principal Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. All such Permitted Investments shall be held by the Trustee for the benefit of the Series 19972001-2 Certificateholders; provided, however, that on each Distribution Date all interest and other investment income (net of losses and investment expenses) ("Principal Investment Proceeds") on funds held therein shall be applied as set ------------------------------- forth in Section 4.13(c) below. Funds held in the Principal Account shall be invested in Permitted Investments that will mature so that such funds will be available for withdrawal on or prior to the following Distribution Date. The Trustee shall maintain, for the benefit of the Series 2001-2 Certificateholders, control of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Such control may be maintained through a Clearing Agency or other securities intermediary, which shall agree with the Trustee that (i) such investment property shall at all times be credited to a securities account of the Trustee, (ii) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (iii) all property credited to such securities account shall be treated as a financial asset, (iv) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (v) such securities intermediary shall not agree with any person other than the Trustee to comply with entitlement orders originated by such other person, (vi) such securities intermediary waives any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (vii) such agreement shall be governed by the laws of the State of New York. No Permitted Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of a Permitted Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1997Series 2001-2 Certificateholders may be adversely affected if such Permitted Investment is held to its maturity. (c) On each Distribution Date with respect to the Accumulation Period, the Servicer shall direct the Trustee to withdraw from the Principal Account and deposit into the Collection Account all Principal Investment Proceeds then held in the Principal Account and such Principal Investment Proceeds shall be treated for such Distribution Date as a portion of (x) prior to the payment in full of the Class A Investor Amount, Class A Available Funds and (y) thereafterFunds, Class B Available Funds, in each case for such Distribution DateClass C Available Funds and Class D Available Funds, as herein provided. (d) Reinvested interest and other investment income on funds deposited in the Principal Account shall not be considered to be principal amounts held therein for purposes of this Agreement.

Principal Account. (a) The Servicer shall establish Bonds and maintainall moneys (except moneys delivered to the Trustee pursuant to subsection (b) hereof) other than amounts credited to the Interest Account, received by the Trustee in the name respect of the Trustee, Bonds for the benefit of Trust Fund, shall be credited to a separate account for the Series 1997-2 Certificateholders, with a Qualified Institution a segregated trust account (Trust Fund to be known as the "Principal Account."), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1997-2 Certificateholders. The Principal Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds held from time to time in the Principal Account and in all proceeds thereof. The Principal Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1997-2 Certificateholders. If, at any time, the institution holding the Principal Account ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within five (5) Business Days establish a new Principal Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Principal Account. Pursuant to the authority granted to the Servicer in Section 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) Funds Moneys and/or irrevocable letters of credit which are required to cover contracts to purchase bonds are hereby declared to be held in the Principal Account shall be invested at the direction of the Servicer by the Trustee in Permitted Investments. All such Permitted Investments shall be held trust by the Trustee for the benefit such purchase and shall not be deemed to be part of the Series 1997-2 CertificateholdersPrincipal Account until (i) the Depositor fails timely to purchase a Contract Bond and has not given the Failed Contract Notice (pursuant to Section 3.14) at which time the moneys and/or letters of credit attributable to the Contract Bond not purchased by the Depositor shall be credited to the Principal Account; or (ii) the Depositor has given the Trustee the Failed Contract Notice at which time the moneys and/or letters of credit attributable to failed contracts referred to in such Notice shall be credited to the Principal Account; provided, however, that on each Distribution Date all interest and other investment income if the Depositor also notifies the Trustee in the Failed Contract Notice that it has purchased or entered into a Contract to purchase a Replacement Bond (net pursuant to Section 3.14), the Trustee shall not credit such moneys and/or letters of losses and investment expenses) ("credit to the Principal Investment Proceeds") on funds held therein Account unless the Replacement Bond shall be applied as set forth also have failed or is not delivered by the Depositor within two Business Days after the settlement date of such Replacement Bond, in Section 4.13(c) belowwhich event the Trustee shall forthwith credit such moneys and/or letters of credit to the Principal Account. Funds held The Trustee shall in any case forthwith credit to the Principal Account, and/or cause the Depositor to deposit in the Principal Account shall be invested in Permitted Investments that will mature so that Account, the difference, if any, between the purchase price of the failed Contract Bond and the purchase price of the Replacement Bond, together with any sales charge and accrued interest applicable to such funds will be available for withdrawal on or prior difference and distribute such moneys to the following Distribution Date. No Permitted Investment shall be disposed of prior Certificateholders pursuant to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of a Permitted Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1997-2 Certificateholders may be adversely affected if such Permitted Investment is held to its maturitySection 3.05. (c) On each Distribution Date with respect to the Accumulation Period, the Servicer shall direct the Trustee to withdraw from the Principal Account and deposit into the Collection Account all Principal Investment Proceeds then held in the Principal Account and such Principal Investment Proceeds shall be treated as a portion of (x) prior to the payment in full of the Class A Investor Amount, Class A Available Funds and (y) thereafter, Class B Available Funds, in each case for such Distribution Date. (d) Reinvested interest and other investment income on funds deposited in the Principal Account shall not be considered to be principal amounts held therein for purposes of this Agreement.