Common use of Reserve Fund Clause in Contracts

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (viv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v4.06(c)(vi) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii4.06(c)(iv) and (viiiv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (viv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.103.1) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v4.06(c)(vi) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii4.06(c)(iv) and (viiiv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viiiv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Note Distributable Amount exceeds the sum of the amounts in the Certificate Note Distribution Account, to be deposited into the Certificate Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the CertificatesNotes. (dc) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On the Closing Date, the Seller will Depositor shall deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be Property has been conveyed by the property of Depositor to the Issuer subject pursuant to Section 2.01(a). Pursuant to the rights Indenture, the Issuer will pledge all of its right, title and interest in, to and under the Reserve Fund and the Reserve Fund Property to the Indenture Trustee in on behalf of the Reserve Fund PropertyNoteholders to secure its obligations under the Notes and the Indenture. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if If the Reserve Fund is not no longer to be maintained by at the Securities Intermediary or the Indenture Trustee, on the related Deposit Servicer shall, with MBFS USA’s and the Indenture Trustee’s prior approval (not to be unreasonably withheld) and assistance as necessary, promptly (and in any case within ten Business Days) cause the Reserve Fund to be moved to another institution. The Servicer shall promptly notify the Rating Agencies and the Trustees in writing of any change in the account number or location of the Reserve Fund. (c) On each Payment Date), the Indenture Trustee (based on information contained will deposit, or cause to be deposited, in the Servicer’s Certificate delivered Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Payment Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Payment Date exceeds the amount on deposit in the Reserve Fund on that Payment Date, after giving effect to all required withdrawals from the Reserve Fund on that Payment Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Payment Date. If the Reserve Fund Draw Amount for any Payment Date pursuant is greater than zero, the Indenture Trustee will withdraw, or cause to Section 3.10) shall cause be withdrawn, from the Reserve Fund, an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the Reserve Fund Draw Amount, and transfer the amount by which withdrawn to the Note Distributable Collection Account on the Deposit Date. (e) If the Reserve Fund Amount for any Payment Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Payment Date and the distribution described in the preceding sentence) exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate Fund Required Amount for such Payment Date; provided that such amount , the Servicer shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by instruct the Indenture Trustee, Trustee in writing to distribute or cause to be distributed on the related Deposit Date), the amount of such excess to the Collection Account for payment to the Depositor on such Payment Date. Any amount paid to the Depositor will no longer constitute a portion of the Trust Property and the Indenture Trustee shall cause an amount equal and the Issuer hereby release, on each Payment Date, their security interest in, to the lesser of (A) the amount on deposit in and under the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, Property distributed to the payment of interest due on Depositor. Notwithstanding the Certificates to the extentforegoing, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On investment income for each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income Collection Period (net of losses and investment expenses) on funds amounts on deposit in the Reserve Fund shall upon constitute Available Collections. (f) If the written direction of Note Balance and all other amounts owing or to be distributed hereunder or under the Servicer, be paid Indenture to the Seller Noteholders and the Certificateholders, the Trustees and the Servicer have been paid in full and the Issuer has been terminated, any remaining Reserve Fund Property shall be distributed to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountsDepositor.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viiiv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Note Distributable Amount exceeds the sum of the amounts in the Certificate Note Distribution Account, to be deposited into the Certificate Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the CertificatesNotes. (dc) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On the Closing Date, the Seller will Depositor shall deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the NotesNotes that are publicly offered. The Reserve Fund shall be Property has been conveyed by the property of Depositor to the Issuer subject pursuant to Section 2.01(a). Pursuant to the rights Indenture, the Issuer will pledge all of its right, title and interest in, to and under the Reserve Fund and the Reserve Fund Property to the Indenture Trustee in on behalf of the Reserve Fund PropertyNoteholders to secure its obligations under the Notes and the Indenture. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if If the Reserve Fund is not no longer to be maintained by at the Securities Intermediary or the Indenture Trustee, on the related Deposit Servicer shall, with DTFS USA’s and the Indenture Trustee’s prior approval (not to be unreasonably withheld) and assistance as necessary, promptly (and in any case within ten Business Days) cause the Reserve Fund to be moved to another Eligible Institution. The Servicer shall promptly notify the Rating Agencies and the Trustees in writing of any change in the account number or location of the Reserve Fund. (c) On each Payment Date), the Indenture Trustee (based on information contained will deposit, or cause to be deposited, in the Servicer’s Certificate delivered Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Payment Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Payment Date exceeds the amount on deposit in the Reserve Fund on that Payment Date, after giving effect to all required withdrawals from the Reserve Fund on that Payment Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Payment Date. If the Reserve Fund Draw Amount for any Payment Date pursuant is greater than zero, the Indenture Trustee will withdraw, or cause to Section 3.10) shall cause be withdrawn, from the Reserve Fund, an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the Reserve Fund Draw Amount, and transfer the amount by which withdrawn to the Note Distributable Collection Account on the Deposit Date. (e) If the Reserve Fund Amount for any Payment Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Payment Date and the distribution described in the preceding sentence) exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate Fund Required Amount for such Payment Date; provided that such amount , the Servicer shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by instruct the Indenture Trustee, Trustee in writing to distribute or cause to be distributed on the related Deposit Date), the amount of such excess to the Collection Account for payment to the Depositor on such Payment Date. Any amount paid to the Depositor will no longer constitute a portion of the Trust Property and the Indenture Trustee shall cause an amount equal and the Issuer hereby release, on each Payment Date, their security interest in, to the lesser of (A) the amount on deposit in and under the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, Property distributed to the payment of interest due on Depositor. Notwithstanding the Certificates to the extentforegoing, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On investment income for each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income Collection Period (net of losses and investment expenses) on funds amounts on deposit in the Reserve Fund shall upon constitute Available Collections. (f) If the written direction of Note Balance and all other amounts owing or to be distributed hereunder or under the Servicer, be paid Indenture to the Seller Noteholders and the Certificateholders, the Trustees and the Servicer have been paid in full and the Issuer has been terminated, any remaining Reserve Fund Property shall be distributed to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountsDepositor.

Reserve Fund. (ai) In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Noteholders and Certificateholders will be available, the Servicer shall establish and maintain with the Relevant Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 5.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall be a segregated trust account initially established and maintained as set forth in Section 4.01. (ii) On or prior to the Closing Date, the Seller will shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Seller hereby acknowledges that the Reserve Fund from the net proceeds Initial Deposit (and any investment earnings thereon) are assets of the sale Owner Trust Estate or the Trust Estate, as the case may be, subject to the Seller's right to amounts released therefrom as being in excess of the Notes. The Specified Reserve Fund shall be Balance on any Distribution Date or upon the property termination of the trusts established under the Trust Agreement and the Indenture, and the Seller hereby agrees to treat the same as the assets (and earnings) of the Issuer for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Relevant Trustee to the extent set forth in Section 5.06(d). (iii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Relevant Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Relevant Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than the amounts to be released to the Seller as described in clause (ii) above) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Noteholders' Distributable Amounts and Certificateholders' Distributable Amounts, together with any Interest Carryover Shortfalls and Principal Carryover Shortfalls, in accordance with Section 5.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Relevant Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the rights of terms and provisions, set forth in this Section. The Issuer and the Owner Trustee hereby acknowledge such transfer and accept the trusts hereunder, and the Issuer and the Owner Trustee will not execute any Indenture unless the related Indenture Trustee in thereunder acknowledges such transfer and accepts such trusts, and each of them shall hold and distribute the Reserve Fund Propertyin accordance with the terms and provisions of this Section. (b) In Consistent with the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) limited purposes for which such trusts are granted, on each Payment Distribution Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be available for, and applied firstto make, to the payment of interest due on the Notes to the extentdistributions as provided in Section 4.06. In addition, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Distribution Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) which the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of greater than the Specified Reserve Fund Balance, the Trustee will distribute any remaining amounts to the Seller in its capacity as Owner without regard to its holding or beneficial ownership of any Certificates. Upon any such distribution to the Seller, the Issuer, Owner Trustee, Certificateholders, Indenture Trustee and Noteholders will not have any no further rights in, or claims to, such amounts. (c) Amounts held in the Reserve Fund shall be invested in the manner specified in Section 5.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name of the Relevant Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Relevant Trustee to the Seller in its capacity as Owner without regard to its holding or beneficial ownership of any Certificates on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (d) Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Issuer or the Relevant Trustee, as the case may be, shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (e) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Relevant Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (i) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the security interest of the Issuer or the Relevant Trustee, as the case may be; and (ii) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Relevant Trustee of any such filings. (f) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (g) Upon termination of the trusts created pursuant to the Indenture and the Trust Agreement, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Noteholders and Certificateholders, shall be paid to the Seller in its capacity as Owner without regard to its holding or beneficial ownership of any Certificates.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(vi) and (vivii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v4.06(c)(vi) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii4.06(c)(iv) and (viiiv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(vii) and (viix) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v4.06(c)([(vi) and (viii)]) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii4.06(c)([(x) and (viiixi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) 4.06(c)[(x)] is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On No later than the Closing Date, the Seller Trustee will deposit establish and maintain the Reserve Fund Initial Deposit Fund. On the Closing Date the Senior Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee Fund, cash in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) Reserve Fund Deposit. The Master Servicer shall direct the amount Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and (B) to pay to the amount by which the Note Distributable Amount exceeds the sum holders of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited Insured Certificates pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date4.02(a), the Indenture Trustee shall cause an amount equal of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, Insured Certificates pursuant to the payment definition of interest due on the Certificates Accrued Certificate Interest (to the extent, if any, that extent not offset by the amount deposited Master Servicer pursuant to Section 4.06(c)(vii3.16(e) is not sufficient to cover such payment of interest andthe Standard Terms), second, and to the payment extent of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Senior Underwriter shall upon be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein to the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the written direction of the ServicerSenior Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Senior Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be paid distributed by the Trustee to the Seller to Senior Underwriter. To the extent that the funds therein exceed the Specified Reserve Fund Balanceconstitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Senior Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. Upon The Reserve Fund may not be owned by more than one Person and for all federal tax purposes, any distribution amounts transferred by any REMIC to the Seller of amounts in excess of the Specified Reserve Fund Balance, will be treated as amounts distributed by any REMIC to the Noteholders will not have any rights in, or claims to, such amountsSenior Underwriter.

Reserve Fund. (a) On The Reserve Fund is established only for the Closing Datesecurity of the Senior Beneficiaries and the Subordinate Beneficiaries, and not for the Holders of the Class C Notes. Immediately upon the delivery of any series of Class A Notes or Class B Notes, and from the proceeds thereof or, at the option of the Corporation, from any amounts to be transferred thereto from the Surplus Fund pursuant to Section 4.8 hereof and from any other available moneys of the Corporation not otherwise credited to or payable into any Fund or Account under this Indenture or otherwise subject to the pledge and security interest created by this Indenture, the Seller will deposit Trustee shall credit to the Reserve Fund Initial Deposit into the amount, if any, specified in the Supplemental Indenture providing for the issuance of that series of Notes, such that upon issuance of such Notes, the Balance in the Reserve Fund from shall not be less than the net proceeds of Reserve Fund Requirement. If on any Monthly Payment Date the sale of Balance in the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in less than the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date)Requirement, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause transfer and credit thereto an amount equal to the lesser deficiency from the following Funds and Accounts in the following order of priority: the Repayment Account (Ato the extent not required for credit to the Indemnification Fund, the Note Fund or the Acquisition Fund), the Income Account (to the extent not required for credit to the Indemnification Fund, the Note Fund, the Acquisition Fund or the Administration Fund) and the amount on deposit Surplus Fund (to the extent not required for credit to the Indemnification Fund, the Note Fund or the Administration Fund); provided, however, that any such transfer from the Surplus Fund shall be made only to the extent that that portion of the Balance thereof not consisting of Eligible Loans is sufficient therefor. The Balance in the Reserve Fund shall be used and applied solely for (i) transfers to the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund and the Surplus Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof, and (Bii) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Accountafter such transfer, if any, to be deposited made pursuant to the preceding clause (i) has been taken into account, the payment when due of Debt Service on the Class A Notes, the Class B Notes and the Other Obligations and the purchase price of Class A Notes and Class B Notes on a Purchase Date or Mandatory Tender Date and the other purposes specified in Section 4.7 hereof, and shall be so used and applied by transfer by the Trustee to the credit of the Note Fund, (a) at any time and to the extent that the Balance therein and the Balances available for deposit to the credit thereof from the Reserve Account into Revenue Fund and the Surplus Fund (other than that portion of the Balance thereof consisting of Eligible Loans) are insufficient to meet the requirements specified in Section 4.7 hereof for deposit to the credit of the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for Fund at such Payment Date; provided time (provided, however, that such amount amounts shall be applied applied, first, to the payment of interest due on the Class A Notes to and the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest andOther Senior Obligations payable from the Interest Account, second, to the payment of principal and the purchase price of the Notes. (c) In Class A Notes and the event that payment of Other Senior Obligations payable from the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Principal Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied firstthird, to the payment of interest due on the Certificates to Class B Notes and the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest Other Subordinate Obligations payable from the Interest Account, and, secondfourth, to the payment of principal and the purchase price of the Certificates. Class B Notes and the payment of Other Subordinate Obligations payable from the Principal Account), and (db) On each Payment Date (orat any time when a portion of the Balance therein is required to be transferred to the Retirement Account to pay a portion of the Redemption Price of Class A Notes or Class B Notes to be redeemed as provided in a Supplemental Indenture relating thereto; provided, if the Reserve Fund is not maintained by the Indenture Trusteehowever, that on the related Deposit Date)Stated Maturity or any Redemption Date of any Class A Notes or Class B Notes, all interest and other income (net of losses and investment expenses) on funds on deposit amounts in the Reserve Fund shall shall, upon the written direction of the ServicerCorporation Order, be paid applied to the Seller payment at maturity or redemption of all Outstanding Class A Notes or Class B Notes of a series, to the extent that such application, and payment of all deposits to be made to the funds therein exceed credit of the Specified Indemnification Fund required by Section 4.5 hereof upon such redemption, will not reduce the Balance of the Reserve Fund Balance. Upon below the Reserve Fund Requirement (calculated as though the Notes to be retired on such Stated Maturity or Redemption Date were not Outstanding as of the date of such calculation), and, after giving effect to such payment or redemption, the conditions of Section 10.2 will be met; and provided, further, that at any distribution time when the aggregate of the Balances in the Note Fund, the Reserve Fund and the Surplus Fund (exclusive of Student Loans) equals an amount sufficient to discharge and satisfy the obligations of the Corporation with respect to all of the Outstanding Class A Notes, Class B Notes and Other Obligations and to make all deposits to the Seller of amounts in excess credit of the Specified Indemnification Fund required by Section 4.5 hereof, all in the manner described in Section 11.1 hereof, said Balances shall, upon Corporation Order, be so applied. Notwithstanding the foregoing, if on any Monthly Payment Date the Balance in the Reserve Fund Balanceexceeds the Reserve Fund Requirement, such excess shall, upon Corporation Order, be transferred to the Principal Account, to the extent necessary to make the deposits required to be made to the credit of the Principal Account on such Monthly Payment Date pursuant to the provisions of Section 4.7.2 hereof, whether or not other moneys are available to make such deposits. Pending transfers from the Reserve Fund, the Noteholders will not have moneys therein shall be invested in Investment Securities as provided in Section 4.11 hereof, and any rights in, earnings on or claims to, income from such amountsinvestments shall be deposited in the Revenue Fund as provided in Section 4.6 hereof.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (viv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.103.1) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v4.06(c)(vi) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii4.06(c)(iv) and (viiiv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. No later than the Closing Date, the Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, “Reserve Fund, Citibank, N.A., as Trustee, in trust for registered Holders of WaMu Asset-Backed Certificates WaMu Series 2007-HE2 Trust.” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests. On the first Distribution Date, amounts in the Reserve Fund will include any amounts withdrawn from the Interest Coverage Account and deposited in the Reserve Fund pursuant to Section 4.12(c). (a) The following amounts shall be deposited into the Reserve Fund: (i) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit Depositor shall deposit, or cause to be deposited, into the Reserve Fund from the net proceeds $1,000; (ii) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to any of the sale Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Holders of the Notes. Class C Certificates to, and therefore shall, deposit into the Reserve Fund the amounts described in Section 4.01(d)(i)(U); and (iii) On each Distribution Date as to which there are no Net WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class C Certificates, from amounts otherwise distributable to such Class C Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $1,000. (b) The Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the property Holders of the Issuer subject Class C Certificates shall be deemed to be the rights owners of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the and all amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by (other than the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10initial deposit therein of $1,000) shall cause an amount equal be treated as amounts distributed by REMIC 3 to REMIC CX in respect of the Class C Interest, and then distributed by REMIC CX to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum Holders of the amounts Class C Certificates. For federal and state income tax purposes, payments in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal respect of the NotesClass A Certificates and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). (c) In By accepting a Class C Certificate, each Holder of a Class C Certificate shall be deemed to have directed the event that Trustee to, and the Certificate Distributable Amount exceeds Trustee shall pursuant to such direction, deposit into the sum of Reserve Fund the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(viidescribed in Section 3.26(a)(ii) and (viiia)(iii) above on each Payment Date (orDistribution Date. By accepting a Class C Certificate, if the Reserve Fund each Holder of a Class C Certificate further agrees that such direction is not maintained by the Indenture Trustee, on the related Deposit Date)given for good and valuable consideration, the Indenture Trustee shall cause an amount equal to the lesser receipt and sufficiency of (A) the amount on deposit in the Reserve Fund and (B) the amount which is acknowledged by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificatesacceptance. (d) On each Payment Date At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (ori) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Reserve Fund is not maintained received by the Indenture Trustee, on the related Deposit Date)Trustee shall invest the funds in the Reserve Fund in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, all interest and other income (net of losses and investment expenses) on any funds on deposit in the Reserve Fund shall be invested in Permitted Investments upon and pursuant to written investment directions from the written direction Servicer. All income and gain earned upon such investment shall be deposited into the Reserve Fund. The Trustee shall have no liability for any loss on any investment made pursuant to the terms of this Section 3.26(d). (e) For federal tax return and information reporting, the right of the Servicer, be paid Certificateholders to receive payment on account of the Seller to Class A Certificates and the extent that Mezzanine Certificates from the funds therein exceed the Specified Reserve Fund Balance. Upon in respect of any distribution to the Seller Net WAC Rate Carryover Amount shall be assigned a value of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountszero.

Reserve Fund. (a) On If so specified in Article I, the Closing Trustee shall establish, on or before the Delivery Date, the Seller will deposit one ore more accounts designated as the Reserve Fund Initial Deposit into Fund. All monies received by the Trustee pursuant to Article I with respect to the Reserve Fund Fund, together with any Eligible Investments in which such monies are or will be invested or reinvested during the term of this Agreement, and any income or other gain realized from the net proceeds of the sale of the Notes. The Reserve Fund such investment shall be held by the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Propertyas part of the Trust subject to disbursement and withdrawal as herein provided. Monies shall be subject to withdrawal pursuant to Subsection (d) of this Section 7.02. (b) In the event that the Note Distributable Amount exceeds the sum Upon Depositor Request all or a portion of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is shall be invested and reinvested at the Depositor's direction in one or more Eligible Investments. If the Depositor shall not maintained by the Indenture Trustee, on the related Deposit Datehave given any directions pursuant to this Section 7.02(b), the Indenture Reserve Fund shall be invested and reinvested by the Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) 7.05, as fully as practicable, in such manner as the Trustee shall cause an amount equal from time to the lesser of (A) the amount on deposit time determine in the its sole discretion, but only in one or more Eligible Investments. All income or other gain from such investments shall be credited to such Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited any loss resulting from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount investments shall be applied first, charged to the payment such Reserve Fund. The Trustee shall not in any way be held liable by reason of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover any insufficiency of such payment Reserve Fund resulting from any loss of interest and, second, to the payment of principal of the Notesinvestment in any Eligible Investment. (c) In the event that the Certificate Distributable Amount exceeds the sum of the If any amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(viiinvested as provided in Section 7.02(b) and (viii) on each Payment Date (or, if shall be needed for disbursement from the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Dateas set forth in Section 7.02(d), the Indenture Trustee shall cause an a sufficient amount equal of such investments of such Reserve Fund to be sold or otherwise converted to cash to the lesser credit of (A) such Reserve Fund. The Trustee shall not in any way be held liable by reason of the amount on deposit in inability of the Trustee to make any required payment from such Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum because of the amounts any insufficiency of such Reserve Fund either resulting from any loss of investment in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited any Eligible Investment or resulting from disbursements made pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates7.02(d). (d) On each Payment Date (or, if Disbursements from the Reserve Fund is not maintained shall be made, to the extent funds therefor are available, pursuant to instructions contained in the Distribution Date Statements prepared in accordance with Section 7.07. Upon receipt by the Indenture Trustee, on Trustee of an Accountants' Certificate to the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit effect that the amount required to be maintained in the Reserve Fund shall upon the written direction as of the Servicernext succeeding Distribution Date is less than the amount of such Reserve Fund then held by the Trustee, be paid the Trustee shall on the next succeeding Distribution Date pay to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess Holders of the Specified Reserve Fund Balance, the Noteholders will not have Residual Certificates an amount equal to any rights in, or claims to, excess over such amountsrequired amount.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit shall be deposited into the Reserve Fund from the net proceeds of from the sale of the NotesCertificates. The Depositor hereby grants to the Collateral Agent a security interest in and to the Reserve Fund shall be the and any and all property credited thereto from time to time, including but not limited to Eligible Investments, to secure payment of the Issuer subject Certificates according to the rights of the Indenture Trustee their terms. Amounts held from time to time in the Reserve Fund Propertywill continue to be held by the Collateral Agent for the benefit of Class A Certificateholders and the Class B Certificateholders but the Reserve Fund shall not be an asset of the Trust. By acceptance of their Certificates, Certificateholders shall be deemed to have appointed ________________ as Collateral Agent. _________________ hereby accepts such appointment as Collateral Agent. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note On each Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee Servicer shall instruct the Collateral Agent in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.103.9) shall cause to withdraw from the Reserve Fund on such Distribution Date, to the extent of funds available therein, the amounts specified below, in the order of priority specified below, and deposit such amounts in the Class A Distribution Account or the Class B Distribution Account, as specified below, on such Distribution Date: (i) an amount equal to the lesser excess, if any, of the Class A Interest Distribution for such Distribution Date over the sum of Interest Collections for such Distribution Date and the Class B Percentage of Principal Collections for such Distribution Date will be deposited into the Class A Distribution Account; (Aii) an amount equal to the excess, if any, of the Class B Interest Distribution for such Distribution Date over the portion of Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution for such Distribution Date will be deposited into the Class B Distribution Account; (iii) an amount equal to the excess, if any, of the Class A Principal Distribution for such Distribution Date over the portion of Principal Collections and Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution and the Class B Interest Distribution for such Distribution Date will be deposited into the Class A Distribution Account; and (iv) an amount equal to the excess, if any, of the Class B Principal Distribution for such Distribution Date over the portion of Principal Collections and Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution, the Class B Interest Distribution and the Class A Principal Distribution for such Distribution Date will be deposited into the Class B Distribution Account. The Collateral Agent shall be entitled to conclusively rely on the Servicer's instruction and the Servicer's Certificate without investigation. (c) If the amount on deposit in the Reserve Fund on any Distribution Date (after giving effect to all other deposits thereto and (Bwithdrawals therefrom to be made on such Distribution Date) is greater than the Specified Reserve Balance for such Distribution Date, the Servicer shall instruct the Collateral Agent in writing to distribute the amount by of the excess to the Depositor on such Distribution Date. On the date on which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution AccountTrust terminates, to be deposited from the Reserve Account into the Note Distribution Account in immediately available any funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit remaining in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, after all other distributions to be deposited into made from the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount Reserve Fund pursuant to this Section 4.6 have been made) shall be applied first, distributed to the payment of interest due on the Certificates Servicer upon written request. Amounts properly distributed to the extent, if any, that Servicer for distribution to the amount deposited Servicer pursuant to Section 4.06(c)(vii4.1(b)(ii) is or this Section 4.6(c) shall not sufficient to cover such payment of interest and, second, be available under any circumstances to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund BalanceTrust, the Noteholders will not have Trustee or the Certificateholders and the Servicer shall in no event thereafter be required to refund any rights in, or claims to, such distributed amounts.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (viv) on each Payment Date [plus any Swap Payment Incoming or Swap Termination Payments payable by the Swap Counterparty, if any,] (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.103.1) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v4.06(c)(vi) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii4.06(c)(iv) and (viiiv) on each Payment Date [plus any Swap Payment Incoming or Swap Termination Payments payable by the Swap Counterparty, if any,] (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) The Trustee shall establish and maintain a special fund designated the “Reserve Fund.” On the Closing Date, the Seller will Trustee shall deposit in the Reserve Fund Initial Deposit into Fund (b) Except as otherwise provided in this Section, amounts in the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be used and withdrawn by the property Trustee solely for the purpose of (i) making transfers to the Interest Account in accordance with Section 5.03(b) in the event of any deficiency in the Interest Account of the Issuer subject amount then required for payment of the interest on the Bonds, (ii) making transfers to the rights Principal Account in accordance with Section 5.03(d) in the event of any deficiency in the Principal Account of the Indenture Trustee amount then required for payment of the principal of the Bonds, and (iii) redeeming Bonds in accordance with the provisions of this Section. (c) Whenever Bonds are to be optionally redeemed or redeemed from Special Tax prepayments, a proportionate share, determined as provided below, of the amount on deposit in the Reserve Fund Property. (b) In shall, on the event that date on which amounts to redeem such Bonds are deposited in the Note Distributable Amount exceeds Redemption Fund or otherwise deposited with the sum of the amounts deposited into the Note Distribution Account Trustee pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (orSection 10.02, if be transferred by the Trustee from the Reserve Fund to the Redemption Fund or to such deposit held by the Trustee and shall be applied to the redemption of said Bonds; provided, however, that such amount shall be so transferred only if and to the extent that the amount remaining on deposit in the Reserve Fund will be at least equal to the Reserve Requirement (excluding from the calculation thereof said Bonds to be redeemed). Such proportionate share shall be equal to the largest integral multiple of the minimum Authorized Denomination for said Bonds that is not maintained by larger than the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of product of (Ai) the amount on deposit in the Reserve Fund on the date of such transfer, times (ii) a fraction, the numerator of which is the principal amount of Bonds to be so redeemed and the denominator of which is the principal amount of Bonds to be Outstanding on the day prior to the date on which such Bonds are to be so redeemed. (Bd) Whenever the balance in the Reserve Fund exceeds the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Accountrequired to redeem or pay all Outstanding Bonds, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, including interest accrued to the date of payment of interest due on the Notes to the extentor redemption and premium, if any, that due upon redemption, the Trustee shall, upon receipt of a Written Request of the Community Facilities District, transfer the amount deposited pursuant in the Reserve Fund to Section 4.06(c)(v) is not sufficient to cover such payment of interest andthe Interest Account, secondPrincipal Account or Redemption Fund, as applicable, to be applied, on the next succeeding Interest Payment Date to the payment and redemption of all of the Outstanding Bonds. (e) If, as a result of the scheduled payment of principal of or interest on the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (orBonds, if the Reserve Fund Requirement is not maintained by the Indenture Trustee, on the related Deposit Date)reduced, the Indenture Trustee shall cause transfer an amount equal to the lesser amount of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, reduction to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the CertificatesInterest Account. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. No later than the Closing Date, the Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, "Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2005-WL2, Asset-Backed Certificates, Series 2005-WL2." The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests. (a) The following amounts shall be deposited into the Reserve Fund: (i) On each Distribution Date, the Trustee shall deposit all amounts received with respect to the Cap Agreements; (ii) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit Depositor shall deposit, or cause to be deposited, into the Reserve Fund from the net proceeds $1,000; (iii) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to any of the sale Class A Certificates, the Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the 123 Holders of the Notes. Class C Certificates to, and therefore shall, deposit into the Reserve Fund the amounts described in Section 4.01(d)(i)(ss); and (iv) On each Distribution Date as to which there are no Net WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class C Certificates, from amounts otherwise distributable to such Class C Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $1,000. (b) The Reserve Fund shall be segregated into two separate portions, for which the property Trustee shall keep separate accounts. "Portion 1" of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum shall consist of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount 3.26(a)(i), above, plus any amounts earned on any such funds while on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum Fund. "Portion 2" of the Reserve Fund shall consist of amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest andSections 3.26(a)(ii), second(a)(iii), to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Datea)(iv), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount above, plus any amounts earned on any such funds while on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if Fund. Amounts distributed from the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest under Sections 4.01(d)(ii) and other income (net 3.26(c) shall be deemed to be distributed first from Portion 1 of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountsthereof and then from Portion 2.

Reserve Fund. (a) On the Closing DateThere is established hereunder a Fund, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of held by the Indenture Trustee in and designated the "Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit Fund". The moneys in the Reserve Fund shall upon be invested in Eligible Investments as provided in Section 5.7 hereof. Any income or earnings on such moneys shall be credited to the written direction Collection Account in the Collection Fund. To the extent necessary or appropriate, the Issuer and the Indenture Trustee may establish Accounts within the Reserve Fund and subaccounts within such Accounts established under this Section. At any time the balance of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the is below its Specified Reserve Fund Balance, the Noteholders will Indenture Trustee shall restore the Reserve Fund to its Specified Reserve Fund Balance by transfers on the first Business Day of the next succeeding calendar month from the Collection Account after making therefrom all prior distributions on such first Business Day of such calendar month pursuant to Section 5.5.1 hereof and Article IV of the Terms Supplement. If the full amount required to restore the Reserve Fund to its Specified Reserve Fund Balance is not have available in the Collection Account on the such Business Day of the next succeeding calendar month, the Indenture Trustee shall continue to transfer funds in such order of priority from the Collection Account as they become available and in accordance with the instructions for transfers from such Account pursuant to Section 5.5.1 hereof and Article IV of the Terms Supplement until the deficiency in the Reserve Fund has been eliminated. If the Indenture Trustee transferred amounts from the Reserve Fund to cover a Realized Loss on a Financed Student Loan, the Indenture Trustee shall deposit any rights insubsequent payments of principal received on or with respect to such Financed Student Loan into the Reserve Fund. On the first Business Day of each calendar month, the Indenture Trustee shall transfer any excess in the Reserve Fund over the Specified Reserve Fund Balance to the Collection Account. After the transfer of any such excess balance, the Reserve Fund shall be used solely for the following purposes in the following order of priority: FIRST, to make up any deficiency in the Expense Account immediately following the transfer of moneys into such Account pursuant to Section 5.5.1 hereof; SECOND, to increase the amount in the Note Payment Account, following the transfer of moneys into such Account pursuant to Section 5.5.1 hereof and Article IV of the Terms Supplement, to the amount required to pay interest on the Notes and any related Issuer Exchange Payment pursuant to Section 5.5.2 hereof (other than (i) Carryover Interest or claims to(ii) interest on the Subordinate Notes or any Subordinate Issuer Exchange Payment when the payment of such interest or Subordinate Issuer Exchange Payment is deferred pursuant to Section 5.5.1 hereof and Article IV of the Terms Supplement) on any Distribution Date or on any other date on which interest is due upon redemption or payment of the Notes or on any other date on which any related Issuer Exchange Payment is due and payable (other than any Subordinate Issuer Exchange Payment when the payment of such Subordinate Issuer Exchange Payment is deferred pursuant to Section 5.5.1 hereof and Article IV of the Terms Supplement), by transfer and deposit by the Indenture Trustee to the credit of the Note Payment Account on any such amountsdate; and THIRD, to provide for payment of the principal of any Series of Notes at their Legal Final Maturity thereof or for the payment of the principal of such Series of Notes being redeemed in whole pursuant to the Terms Supplement by transfer and deposit by the Indenture Trustee to the credit of the Note Payment Account on the Legal Final Maturity of such Series of Notes or the date of any such redemption, as the case may be.

Reserve Fund. (a) On the Closing Datedate hereof, the Seller will deposit Trustee shall establish and maintain in its name, as trustee, a segregated trust account (the “Reserve Fund Initial Deposit Fund”) to be held in trust for the benefit of the Certificateholders until disbursed pursuant to the terms of this Agreement. On the date hereof, the Depositor shall cause to be deposited into the Reserve Fund from an aggregate amount equal to $243,685.73 (the net proceeds of the sale of the Notes“Initial Reserve Fund Deposit”). The Reserve Fund shall be an Eligible Account. If the property existing Reserve Fund ceases to be an Eligible Account, the Trustee shall establish a new Reserve Fund that is an Eligible Account within 20 Business Days and transfer all funds on deposit in such existing Reserve Fund into such new Reserve Fund. The Reserve Fund shall relate solely to the Certificates issued hereunder, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Issuer subject Trustee held pursuant to the rights of the Indenture Trustee in the Reserve Fund Propertythis Agreement. (b) In On each Distribution Date prior to the event that final Distribution Date, the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if Trustee shall withdraw from the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (Ai) the principal portion of all Realized Losses during the related Due Period and (ii) the amount on deposit in the Reserve Fund and (B) for such Distribution Date. On the amount by which the Note Distributable Amount exceeds the sum final Distribution Date, subject to earlier termination of the amounts in Reserve Fund pursuant to Section 4.05(f), the Note Distribution Account, to be deposited Trustee shall withdraw from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (Ai) the principal portion of all outstanding Unpaid Realized Loss Amounts and (ii) the amount remaining on deposit in the Reserve Fund. Any such amounts shall be added to Liquidation Proceeds (and to Principal Funds) for the related Group for such Distribution Date; provided, however, that in the event that the amount on deposit in the Reserve Fund and (B) is less than the amount by which the Certificate Distributable Amount exceeds the sum of the amounts principal portion of all Realized Losses during the related due period (or, in the Certificate case of the final Distribution AccountDate, the principal portion of all outstanding Unpaid Realized Loss Amounts), the amount withdrawn from the Reserve Fund shall be added to be deposited into the Certificate Distribution Account in immediately available funds Liquidation Proceeds of Group I and Group II pro rata according the principal portion of all Realized Losses (or, in the case of the final Distribution Date, the principal portion of all outstanding Unpaid Realized Loss Amounts) in each such Group. (c) The Trustee shall make withdrawals from the Reserve Fund only for the following purposes: (i) to make the withdrawal specified in paragraph (b) of this Section 4.05; (ii) to withdraw amounts set forth deposited in the Servicer’s Certificate for such Payment DateReserve Fund in error; provided that such amount shall be applied first, and (iii) to clear and terminate the payment of interest due on the Certificates to the extent, if any, that the amount deposited Reserve Fund pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates4.05(g). (d) On each Payment Date (orThe Trustee shall invest, or cause to be invested, at the direction of the Depositor, funds held in the Reserve Fund, which funds, if invested, shall be invested in Permitted Investments. All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Permitted Investments will be made in the name of the Trustee (in its capacity as such) or its nominee; provided, however, that the Trustee shall not be liable for any investment loss on such investment. All income and gain realized from any such investment shall be paid to or on the order of the Depositor and shall be subject to its withdrawal on order from time to time. (e) For all federal income tax purposes, the Reserve Fund is not maintained shall be treated as beneficially owned by the Indenture Trustee, Depositor. (f) The Reserve Fund shall terminate upon the earlier to occur of: (i) The date on which the related Deposit Dateaggregate Unpaid Realized Loss Amounts have been reduced (when measured from the date hereof) by an amount equal to the amount of the Initial Reserve Fund Deposit; (ii) the Distribution Date on which the Reserve Fund balance is reduced to zero; (iii) the Optional Termination of the Trust pursuant to Section 5.04 hereof; or (iv) the final maturity date. (g) Upon termination of the Reserve Fund pursuant to Section 4.05(f), all interest and other income (net of losses and investment expenses) on funds any amounts remaining on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Depositor. (h) The Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess shall be an asset of the Specified Reserve Fund BalanceTrust Fund, but not of any REMIC created under the Noteholders will not have any rights in, or claims to, such amountsTrust Agreement.”

Reserve Fund. (a) On the Closing Datedate hereof, the Seller will deposit Trustee shall establish and maintain in its name, as trustee, a segregated trust account (the "Reserve Fund Initial Deposit Fund") to be held in trust for the benefit of the Certificateholders until disbursed pursuant to the terms of this Agreement. On the date hereof, the Depositor shall cause to be deposited into the Reserve Fund from an aggregate amount equal to $1,438,174.18 (the net proceeds of the sale of the Notes"Initial Reserve Fund Deposit"). The Reserve Fund shall be an Eligible Account. If the property existing Reserve Fund ceases to be an Eligible Account, the Trustee shall establish a new Reserve Fund that is an Eligible Account within 20 Business Days and transfer all funds on deposit in such existing Reserve Fund into such new Reserve Fund. The Reserve Fund shall relate solely to the Certificates issued hereunder, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Issuer subject Trustee held pursuant to the rights of the Indenture Trustee in the Reserve Fund Propertythis Agreement. (b) In On each Distribution Date prior to the event that final Distribution Date, the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if Trustee shall withdraw from the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (Ai) the principal portion of all Realized Losses during the related Due Period and (ii) the amount on deposit in the Reserve Fund and (B) for such Distribution Date. On the amount by which the Note Distributable Amount exceeds the sum final Distribution Date, subject to earlier termination of the amounts in Reserve Fund pursuant to Section 4.05(f), the Note Distribution Account, to be deposited Trustee shall withdraw from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (Ai) the principal portion of all outstanding Unpaid Realized Loss Amounts and (ii) the amount remaining on deposit in the Reserve Fund. Any such amounts shall be added to Liquidation Proceeds (and to Principal Funds) for the related Group for such Distribution Date; provided, however, that in the event that the amount on deposit in the Reserve Fund and (B) is less than the amount by which the Certificate Distributable Amount exceeds the sum of the amounts principal portion of all Realized Losses during the related due period (or, in the Certificate case of the final Distribution AccountDate, the principal portion of all outstanding Unpaid Realized Loss Amounts), the amount withdrawn from the Reserve Fund shall be added to be deposited into the Certificate Distribution Account in immediately available funds Liquidation Proceeds of Group I and Group II pro rata according the principal portion of all Realized Losses (or, in the case of the final Distribution Date, the principal portion of all outstanding Unpaid Realized Loss Amounts) in each such Group. (c) The Trustee shall make withdrawals from the Reserve Fund only for the following purposes: (i) to make the withdrawal specified in paragraph (b) of this Section 4.05; (ii) to withdraw amounts set forth deposited in the Servicer’s Certificate for such Payment DateReserve Fund in error; provided that such amount shall be applied first, and (iii) to clear and terminate the payment of interest due on the Certificates to the extent, if any, that the amount deposited Reserve Fund pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates4.05(g). (d) On each Payment Date (orThe Trustee shall invest, or cause to be invested, at the direction of the Depositor, funds held in the Reserve Fund, which funds, if invested, shall be invested in Permitted Investments. All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Permitted Investments will be made in the name of the Trustee (in its capacity as such) or its nominee; provided, however, that the Trustee shall not be liable for any investment loss on such investment. All income and gain realized from any such investment shall be paid to or on the order of the Depositor and shall be subject to its withdrawal on order from time to time. (e) For all federal income tax purposes, the Reserve Fund is not maintained shall be treated as beneficially owned by the Indenture Trustee, Depositor. (f) The Reserve Fund shall terminate upon the earlier to occur of: (i) The date on which the related Deposit Dateaggregate Unpaid Realized Loss Amounts have been reduced (when measured from the date hereof) by an amount equal to the amount of the Initial Reserve Fund Deposit; (ii) the Distribution Date on which the Reserve Fund balance is reduced to zero; (iii) the Optional Termination of the Trust pursuant to Section 5.04 hereof; or (iv) the final maturity date. (g) Upon termination of the Reserve Fund pursuant to Section 4.05(f), all interest and other income (net of losses and investment expenses) on funds any amounts remaining on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Depositor. (h) The Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess shall be an asset of the Specified Reserve Fund BalanceTrust Fund, but not of any REMIC created under the Noteholders will not have any rights in, or claims to, such amountsTrust Agreement."

Reserve Fund. No later than the Closing Date, the Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, “Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2006‑10, Asset‑Backed Certificates, Series 2006‑10.” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests. On the first Distribution Date, amounts in the Reserve Fund will include any amounts withdrawn from the Interest Coverage Account. (a) The following amounts shall be deposited into the Reserve Fund: (i) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit Depositor shall deposit, or cause to be deposited, into the Reserve Fund from the net proceeds $1,000; (ii) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to any of the sale Class A Certificates, the Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Holders of the Notes. Class C Certificates to, and therefore shall, deposit into the Reserve Fund the amounts described in Section 4.01(d)(i)(y); and (iii) On each Distribution Date as to which there are no Net WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class C Certificates, from amounts otherwise distributable to such Class C Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $1,000. (b) The Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the property Holders of the Issuer subject Class C Certificates shall be deemed to be the rights owners of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the and all amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 3 to REMIC CX in respect of the Indenture TrusteeClass C Interest, on and then distributed by REMIC CX to the related Deposit Date)Holders of the Class C Certificates. For federal and state income tax purposes, payments in respect of the Class A Certificates, the Indenture Trustee (based on information contained Mezzanine Certificates and the Class B Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the Servicer’s Certificate delivered on the related Determination Date pursuant to meaning of Code Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes860G(a)(1). (c) In By accepting a Class C Certificate, each Holder of a Class C Certificate shall be deemed to have directed the event that Trustee to, and the Certificate Distributable Amount exceeds Trustee shall pursuant to such direction, deposit into the sum of Reserve Fund the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(viidescribed in Section 3.26(a)(ii) and (viiia)(iii) above on each Payment Date (orDistribution Date. By accepting a Class C Certificate, if the Reserve Fund each Holder of a Class C Certificate further agrees that such direction is not maintained by the Indenture Trustee, on the related Deposit Date)given for good and valuable consideration, the Indenture Trustee shall cause an amount equal to the lesser receipt and sufficiency of (A) the amount on deposit in the Reserve Fund and (B) the amount which is acknowledged by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificatesacceptance. (d) On each Payment Date At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (ori) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Reserve Fund is not maintained received by the Indenture Trustee, on the related Deposit Date)Trustee shall invest the funds in the Reserve Fund in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, all interest and other income (net of losses and investment expenses) on any funds on deposit in the Reserve Fund shall upon the written direction be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the Servicerdefinition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. (e) For federal tax return and information reporting, be paid the right of the Certificateholders to receive payment on account of the Seller to Class A Certificates, the extent that Mezzanine Certificates and the funds therein exceed Class B Certificates from the Specified Reserve Fund Balance. Upon in respect of any distribution to the Seller Net WAC Rate Carryover Amount shall be assigned a value of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountszero.

Reserve Fund. (a) No later than the Closing Date, the Securities Administrator shall establish and maintain a separate, segregated trust account entitled “Reserve Fund, [Xxxxx Fargo Bank, National Association], in trust for the registered holders of People’s Choice Financial Realty Mortgage Securities Trust, Series [20 - ], Mortgage Pass-Through Certificates, Series [20 - ].” On the Closing Date, the Seller Depositor will deposit the Reserve Fund Initial Deposit or cause to be deposited into the Reserve Fund from $1,000. [In addition, the net proceeds of amount deposited in the sale of the Notes. The Reserve Fund shall be increased by any payments received by the property of Securities Administrator under the Issuer subject to the rights of the Indenture Trustee Corridor Contract and deposited in the Reserve Fund Propertyfor the benefit of the Offered Certificates and the Class C Certificates; provided, however, that, to the extent the Securities Administrator receives on either of the first two Distribution Dates a payment under the Corridor Contract, a portion of which is calculated with respect to a notional amount in excess of the initial aggregate Certificate Principal Balance of the Offered Certificates, the Securities Administrator shall pay such portion to the Seller and shall not deposit such portion in the Reserve Fund.] (b) In On each Distribution Date as to which there is a Basis Risk Shortfall Carry-Forward Amount payable to the event that Offered Certificates, the Note Distributable Amount exceeds Securities Administrator shall deposit into the sum Reserve Fund the amounts described in Section 4.06, rather than distributing such amounts to the Class C Certificateholders. On each such Distribution Date, the Securities Administrator shall hold all such amounts for the benefit of the Holders of the Offered Certificates and shall distribute such amounts to the Holders of the Offered Certificates in the amounts and priorities set forth in Section 5.01(a). (c) For federal and state income tax purposes, the Class C Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained shall be treated as amounts distributed by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal REMIC II to the lesser Holders of (A) the amount Class C Certificates. Upon the termination of the Trust Fund or the payment in full of the Offered Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and (B) distributed to the amount by which the Note Distributable Amount exceeds the sum Class C Certificateholders or their designees. The Reserve Fund will be part of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, Trust Fund but not part of any REMIC and any payments to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal Holders of the Notes. (c) In Offered Certificates of Basis Risk Shortfall Carry-Forward Amounts will not be payments with respect to a “regular interest” in a REMIC within the event that the Certificate Distributable Amount exceeds the sum meaning of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit DateCode Section 860(G)(a)(1), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On By accepting a Class C Certificate, each Payment Date Class C Certificateholder hereby agrees that the Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date, rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that its agreement to such action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. (ore) At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Securities Administrator or an Affiliate manages or advises such investment. All income and gain earned upon such investment shall be deposited into the Reserve Fund is not maintained by Fund. In no event shall the Indenture TrusteeSecurities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority Percentage Interest in the Class C Certificates fail to provide investment instructions, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon be held uninvested by the written direction Securities Administrator without liability for interest or compensation. (f) For federal tax return and information reporting, the value of the Servicerright of the Class A Certificateholders, the Class M Certificateholders and the Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall Carry-Forward Amount may be paid to obtained from the Seller Master Servicer upon request to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution such information is provided to the Seller Master Servicer by the Depositor or the Underwriters. The initial value of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountsright is equal to $[ ].

Reserve Fund. No later than the Closing Date, the Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, “Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2006‑9, Asset‑Backed Certificates, Series 2006‑9.” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests. On the first Distribution Date, amounts in the Reserve Fund will include any amounts withdrawn from the Interest Coverage Account. (a) The following amounts shall be deposited into the Reserve Fund: (i) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit Depositor shall deposit, or cause to be deposited, into the Reserve Fund from the net proceeds $1,000; (ii) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to any of the sale Class A Certificates, the Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Holders of the Notes. Class C Certificates to, and therefore shall, deposit into the Reserve Fund the amounts described in Section 4.01(d)(i)(y); and (iii) On each Distribution Date as to which there are no Net WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class C Certificates, from amounts otherwise distributable to such Class C Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $1,000. (b) The Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the property Holders of the Issuer subject Class C Certificates shall be deemed to be the rights owners of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the and all amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 3 to REMIC CX in respect of the Indenture TrusteeClass C Interest, on and then distributed by REMIC CX to the related Deposit Date)Holders of the Class C Certificates. For federal and state income tax purposes, payments in respect of the Class A Certificates, the Indenture Trustee (based on information contained Mezzanine Certificates and the Class B Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the Servicer’s Certificate delivered on the related Determination Date pursuant to meaning of Code Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes860G(a)(1). (c) In By accepting a Class C Certificate, each Holder of a Class C Certificate shall be deemed to have directed the event that Trustee to, and the Certificate Distributable Amount exceeds Trustee shall pursuant to such direction, deposit into the sum of Reserve Fund the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(viidescribed in Section 3.26(a)(ii) and (viiia)(iii) above on each Payment Date (orDistribution Date. By accepting a Class C Certificate, if the Reserve Fund each Holder of a Class C Certificate further agrees that such direction is not maintained by the Indenture Trustee, on the related Deposit Date)given for good and valuable consideration, the Indenture Trustee shall cause an amount equal to the lesser receipt and sufficiency of (A) the amount on deposit in the Reserve Fund and (B) the amount which is acknowledged by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificatesacceptance. (d) On each Payment Date At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (ori) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Reserve Fund is not maintained received by the Indenture Trustee, on the related Deposit Date)Trustee shall invest the funds in the Reserve Fund in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, all interest and other income (net of losses and investment expenses) on any funds on deposit in the Reserve Fund shall upon the written direction be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the Servicerdefinition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. (e) For federal tax return and information reporting, be paid the right of the Certificateholders to receive payment on account of the Seller to Class A Certificates, the extent that Mezzanine Certificates and the funds therein exceed Class B Certificates from the Specified Reserve Fund Balance. Upon in respect of any distribution to the Seller Net WAC Rate Carryover Amount shall be assigned a value of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountszero.

Reserve Fund. (ai) In order to assure that sufficient amounts to make required distributions to Noteholders will be available, pursuant to Section 9.02(e) of the 1998-A Servicing Supplement the Servicer (on behalf of the Owner Trustee) shall establish and maintain with and in the name of the Indenture Trustee a separate trust account to be known as the "Reserve Fund", which will include the money and other property deposited and held therein pursuant to Section 3.03(c)(i) and this Section. The Reserve Fund shall be an account initially established with the Indenture Trustee and maintained with the Indenture Trustee so long as (A) the commercial paper or other short-term unsecured debt obligations of the Indenture Trustee have the Required Rating, or (B) the Reserve Fund is a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Noteholders, which Reserve Fund is located in the Corporate Trust Office of the Indenture Trustee and, so long as Xxxxx'x is a Rating Agency, the Indenture Trustee has a long-term deposit rating from Moody's of at least Baa3 (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the laws of the United States or any State. In the event that the Indenture Trustee no longer meets either of the requirements stated above, then the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Reserve Fund to be moved to a bank or trust company that satisfies the above-mentioned requirements. The Owner Trustee hereby grants a security interest in the Reserve Fund, all Permitted Investments therein and all proceeds of the foregoing to the Indenture Trustee for the benefit of the Noteholders. (ii) For so long as the depository institution or trust company then maintaining the Reserve Fund meets the requirements of either Section 3.04(a)(i)(A) or (B), all amounts held in the Reserve Fund shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed by the Servicer pursuant to Section 9.02(j) of the 1998-A Servicing Supplement, in Permitted Investments (or, if the Servicer fails to give such directions, as provided in Section 8.03 of the Indenture); otherwise such amounts shall be maintained in cash. Earnings on investment of funds in the Reserve Fund shall be retained in the Reserve Fund and shall constitute part of the Trust Estate, and losses shall be charged against the funds on deposit therein. (b) On or prior to the Closing Date, the Seller will Transferor shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the NotesFund. The Transferor also does hereby grant to the Indenture Trustee a security interest in such initial deposit, and the Indenture Trustee shall have all the rights, powers and privileges of a secured party under the UCC. Amounts on deposit in the Reserve Fund shall be supplemented from time to time by the property deposit therein of the Issuer subject other funds as and to the rights extent described elsewhere in this Agreement. Within 60 days after receipt of notice that an RV Insurer Trigger Event exists and is continuing, the Transferor shall deposit into the Reserve Fund an additional cash amount equal to the RV Insurer Reserve Fund Supplemental Requirement. Within 60 days after the occurrence of a Downgrade Trigger Event, then either: (i) the Transferor shall (A) cause one or more policies with substantially similar coverage and provisions to the Residual Value Insurance Policy to be issued by an insurer acceptable to each Rating Agency (as evidenced by confirmation (written or oral) from each to the effect that such change would not result in its then-current rating of any Rated Securities being qualified, reduced or withdrawn), provided that the Origination Trustee and the Indenture Trustee shall at all times have the same rights with respect to any replacement policy as with respect to the original policy, or (B) cause an alternative mechanism to support the Booked Residual Values of the 1998-A Leased Vehicles to be implemented and approved in accordance with the procedures set forth in Section 9.01 for the amendment hereof; or (ii) the Transferor shall deposit into the Reserve Fund an additional cash amount equal to the Downgrade Reserve Fund Supplemental Requirement; provided that if the Transferor cannot comply with either clause (i) or clause (ii) or determines in good faith that such compliance would be commercially unreasonable, Excess Collections shall be deposited into the Reserve Fund as provided in Section 3.03(c). In addition, on each Deposit Date relating to a Distribution Date on which a Reserve Fund Deficiency will exist, the Transferor shall deposit into the Reserve Fund an additional cash amount equal to the lesser of (i) such Reserve Fund Deficiency and (ii) the Reserve Fund Supplemental Requirement. On each Distribution Date the amounts on deposit in the Reserve Fund Property. shall be available for distribution as provided in Section 3.03 and, on each Distribution Date, if the amount on deposit in the Reserve Fund (bafter giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) In is greater than the event that the Note Distributable Amount exceeds the sum of the amounts Reserve Fund Cash Requirement and Excess Collections are not required to be deposited into the Note Distribution Account Reserve Fund pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit DateSection 3.03(c), the Indenture Trustee will distribute any remaining amounts to the Transferor. (based on information contained c) In the event there is a Downgrade Trigger Event, the 60 day period set forth in the Servicer’s Certificate delivered fifth sentence of Section 3.04(b) has elapsed and the Transferor has elected to comply with the requirements of clause (ii) thereof rather than clause (i), or complies with neither of such clauses, the Rating Agencies may impose additional conditions to the maintenance of their then-current ratings on any Class of Notes, including conditions that may require that this Agreement or any other Transaction Document be amended in accordance with the related Determination Date provisions of Section 9.01(b) hereof or the relevant provisions thereof. (d) Upon termination of the Trust pursuant to Section 3.107.01, any amounts on deposit in the Reserve Fund shall be available for payment of any remaining amounts due to the Noteholders, and for payment of any remaining amounts due to the Indenture Trustee and the Owner Trustee, and after payment of such amounts due, shall be paid to the Transferor. (e) Amounts properly received by the Transferor pursuant to this Agreement shall cause be free of any claim of the Trust, the Indenture Trustee, the Owner Trustee, the Class A Swap Counterparty or the Noteholders and shall not be available to the Indenture Trustee, the Owner Trustee or the Trust for the purpose of making deposits to the Reserve Fund or making payments to the Class A Swap Counterparty or the Noteholders, nor shall the Transferor be required to refund any amount properly received by it. (f) On the Final Scheduled Maturity Date, to the extent that the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note Balance or the Class B Note Balance has not been reduced to zero the Indenture Trustee shall withdraw funds from the Reserve Fund, if available, in an amount equal to the lesser of (A) the amount on deposit in Class A-1 Note Balance, the Reserve Fund Class A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note Balance or the Class B Note Balance, as applicable, and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund Fund, and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available shall pay such funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment Holders of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment Class of interest and, second, to the payment of principal of the CertificatesNotes. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On the Closing DateDate of Issuance, the Seller will deposit moneys shall be deposited to the Reserve Fund Initial Deposit into as set forth in Section 2.12 hereof. Thereafter, the Trustee shall transfer to the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Collection Fund shall be the property of the Issuer subject all amounts designated for transfer thereto pursuant to the rights of the Indenture Trustee in the Reserve Fund PropertySection 5.04(c)(vi) hereof. (b) In On each Monthly Servicing and Administration Payment Date or Quarterly Distribution Date, to the event that extent there are insufficient Available Funds in the Note Distributable Amount exceeds the sum Collection Fund to make one or more of the amounts deposited into transfers required by Section 5.04(b) (other than transfers to repurchase Eligible Loans from any Servicer or any Guaranty Agency as described in clause (a)(i) of the Note Distribution Account definition of Available Funds) and Section 5.04(c)(i) through Section 5.04(c)(v) hereof and to the extent moneys are not available to make such transfers from the Capitalized Interest Fund pursuant to Sections 4.06(c)(v) Section 5.03 hereof and (vi) on each Payment Date (orthe Acquisition Fund pursuant to Section 5.02 hereof, if the Trustee shall, pursuant to an Authority Order directing the same, withdraw from the Reserve Fund is on such Monthly Servicing and Administration Payment Date or Quarterly Distribution Date, an amount equal to such deficiency and deposit such amount in the Collection Fund. Additionally, if on the Note Final Maturity Date the principal amount of such Notes will not maintained by be reduced to zero after giving effect to the Indenture distribution of the Available Funds on such Note Final Maturity Date, the Authority shall instruct the Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an Authority Order, to withdraw from the Reserve Fund on such Note Final Maturity Date an amount equal to the lesser amount needed to reduce the principal amount of such Notes to zero and to deposit such amount in the Collection Fund for application to payment of the Outstanding Amount of such Notes. (Ac) After giving effect to subsection (b) of this Section, if the amount on deposit in the Reserve Fund and (B) on any Quarterly Distribution Date is greater than the amount by which Specified Reserve Fund Balance for such Quarterly Distribution Date, the Note Distributable Amount exceeds Authority shall instruct the sum of the amounts in the Note Distribution AccountTrustee, pursuant to an Authority Order, to be deposited withdraw from the Reserve Account into the Note Fund on such Quarterly Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to such excess and to deposit such amount in the lesser Collection Fund. (d) On the final Quarterly Distribution Date, following the payment in full of the Outstanding Amount of the Notes and all accrued and unpaid interest thereon and of all other amounts (Aother than unpaid Carryover Servicing Fees and unpaid Subordinate Administration Fees) owing or to be distributed hereunder to Noteholders, the Trustee, the Administrator, or the Authority, to the extent that Available Funds on such date are insufficient to make the following payments, amounts remaining in the Reserve Fund shall be first used to pay any unpaid Subordinate Administration Fees and any remaining balance shall be used to pay any unpaid Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the after all amounts in the Certificate Distribution Account, owing or to be deposited into the Certificate Distribution Account in immediately available funds in the amounts distributed as set forth in the Servicer’s Certificate for such Payment Date; provided that such amount above shall have been made shall be applied first, distributed to the payment of interest due on the Certificates Authority. The Authority shall in no event be required to the extent, if any, that the amount deposited refund any amounts properly distributed pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificatesthis subsection (d). (de) On each Payment Date (orAnything in this Section to the contrary notwithstanding, if the market value of securities and cash in the Reserve Fund is not maintained by on any Quarterly Distribution Date (after giving effect to all payments of principal made from the Indenture Trustee, Collection Fund on such Quarterly Distribution Date) sufficient to pay the remaining principal amount of and interest accrued on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims toNotes, such amountsamount will be so applied on such Quarterly Distribution Date, and the Authority shall instruct the Trustee in writing to make such payments.

Reserve Fund. (a) On the Closing Date, the Seller will deposit Securities Administrator shall establish and maintain in the Reserve Fund Initial Deposit into Trustee's name, in trust for the Reserve Fund from the net proceeds benefit of the sale holders of the NotesLIBOR Certificates and the Interest Only Certificates, a Reserve Fund, into which the Depositor shall deposit $10,000. The Reserve Fund shall be the property an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Issuer subject Trustee held pursuant to the rights of the Indenture Trustee in the this Agreement. The Reserve Fund Propertyshall not be an asset of any REMIC established hereby. (b) On each Distribution Date, Current Interest that would otherwise be distributable with respect to the Class X-1 and Class X-2 Certificates shall instead be deposited in the Reserve Fund to the extent of the Required Reserve Fund Deposit. In the event addition, on each Distribution Date, amounts that the Note Distributable Amount exceeds Securities Administrator received under the sum of LIBOR Certificate Cap with respect to such Distribution Date shall also be deposited in the Reserve Fund. Any amounts received by the Securities Administrator on any Distribution Date with respect to the Class X Cap shall not be deposited into the Note Reserve Fund but instead shall be distributed to the Holders of the Class X-1 and Class X-2 Certificates in proportion to their respective Notional Amounts. (c) On any Distribution Account pursuant Date for which a Net WAC Shortfall exists with respect to Sections 4.06(c)(v) and (vi) on each Payment Date (orthe Class A or Class B-1 Certificates, if the Securities Administrator shall withdraw from the Reserve Fund is not maintained by an amount up to the Indenture Trustee, amount of such Net WAC Shortfall for distribution on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination such Distribution Date pursuant to Section 3.105.02(e). (d) shall cause an amount equal to On any Distribution Date, if immediately after making the lesser of (A) distributions set forth in Section 5.02 above, the amount on deposit in the Reserve Fund and (B) exceeds $10,000, the Securities Administrator shall distribute the amount by which in excess of $10,000 to the Note Distributable Amount exceeds the sum Holders of the amounts Class X-1 and Class X-2 Certificates, in the Note Distribution Account, proportion to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notestheir respective Notional Amounts. (ce) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit Funds in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the shall be invested in Permitted Investments. Any earnings on amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount Reserve Fund shall be applied first, to for the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal benefit of the Certificates. (d) On each Payment Date (or, if Class X-1 and Class X-2 Certificateholders. The Interest-Only Certificates shall evidence ownership of the Reserve Fund is not maintained by for federal income tax purposes and the Indenture TrusteeHolders thereof shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Interest-Only Certificateholder(s) shall be liable for any losses incurred on such investments. In the related Deposit Date), all interest and other income (net absence of losses and written instructions from the Interest-Only Certificateholder as to investment expenses) on of funds on deposit in the Reserve Fund, such funds shall be invested in money market funds as described in paragraph (ix) of the definition of Permitted Investments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Reserve Fund shall upon be treated as amounts distributed by the written direction Upper-Tier REMIC to the Interest-Only Certificateholders. 63963 SEQUOIA 12 Pooling and Servicing Agreement 59 (f) Upon termination of the Servicer, Trust Fund any amounts remaining in the Reserve Fund shall be paid distributed to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountsInterest-Only Certificateholders.

Reserve Fund. (a) On each Payment Date the Closing Date, the Seller will Trustee shall deposit to the Reserve Fund Initial Deposit the amounts, if any, described in Section 8.7(d)(x) hereof. (i) If, on any Payment Date, and after taking into account the application of the Pool I Available Funds plus any Crossover Amount payable from Pool II (but not the proceeds of any Insured Payment or Guarantee Payment) to the items listed in clauses (i) through (ix) of Section 8.7(d) hereof with respect to Pool I on such Payment Date (x) the full amount of the Class A-1 Interest Payment Amount (excluding any Relief Act Shortfalls) has not been paid; (y) on and following the Insured Undercollateralization Payment Date, a Pool I Overcollateralization Deficit would result; and/or (z) a Class A-1 Reimbursement Amount exists (the sum of such deficiencies the "Pool I Deficiency Amount"), the Trustee shall withdraw from the Reserve Fund from and deposit in the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject Collection Account an amount with respect to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount Class A-1 Certificates equal to the lesser of (x) the product of (a) the amount then on deposit in the Reserve Fund and (b) a fraction, the numerator of which is the Pool I Deficiency Amount and the denominator of which is the sum of (i) the Pool I Deficiency Amount and (ii) the Pool II Deficiency Amount and (y) the Pool I Deficiency Amount. (ii) If, on any Payment Date, and after taking into account, the application of the Pool II Available Funds plus any Crossover Amount payable from Pool I (but not the proceeds of any Insured Payment) to the items listed in clauses (i) through (ix) of Section 8.7 (d) hereof with respect to Pool II on such Payment Date (x) the full amount of the Class A-2 Interest Payment Amount (excluding any Relief Act Shortfalls) has not been paid, (y) on and following the Insured Undercollateralization Payment Date, a Pool II Overcollateralization Deficit would result; and/or (z) a Class A-2 Reimbursement Amount exists (the sum of such deficiencies the "Pool II Deficiency Amount"), the Trustee shall withdraw from the Reserve Fund and deposit in the Collection Account an amount with respect to the Class A-2 Notes equal to the lesser of (x) the product of (a) the amount then on deposit in the Reserve Fund and (b) a fraction, the numerator of which is the Pool II Deficiency Amount and the denominator of which is the sum of (i) the Pool II Deficiency Amount and (ii) the Pool I Deficiency Amount and (y) the Pool II Deficiency Amount. (i) If, on any Payment Date, (A) the sum of (i) the Pool I Overcollateralization Amount plus (ii) the Pool II Overcollateralization Amount plus (iii) the amount on deposit in the Reserve Fund and minus (iv) any Pool I Overcollateralization Deficit minus (v) any Pool II Overcollateralization Deficit, in each case after taking into account all distributions on such Payment Date other than any distribution of any Reserve Reduction Amounts exceeds (B) the amount by which the Note Distributable Amount exceeds the sum of (i) the amounts in Pool I Specified Overcollateralization Amount plus (ii) the Note Distribution AccountPool II Specified Overcollateralization Amount for such Payment Date (such excess being "Reserve Reduction Amount"), to the Reserve Reduction Amount shall be deposited released from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, and distributed to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the NotesResidual Certificateholders. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On The Trustee shall establish and maintain a special fund designated the Closing Date, the Seller will “Reserve Fund”. The Trustee shall deposit in the Reserve Fund Initial Deposit into the amount specified in Section 3.02(b). There shall additionally be deposited in the Reserve Fund from Fund, in connection with the net proceeds issuance of Additional Bonds, the sale of amount required to be deposited therein under the NotesSupplemental Indenture pursuant to which such Additional Bonds are issued. The Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the property Trustee solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the Issuer subject amount then required for payment of the principal of and interest on the Bonds or, in accordance with the provisions of this Section, for the purpose of redeeming Bonds from the Bond Fund. Transfers shall be made from the Reserve Fund to the rights Bond Fund in the event of a deficiency in the Indenture Trustee Bond Fund, in accordance with Section 5.03. So long as no Event of Default shall have occurred and be continuing, any amount in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum in excess of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) Reserve Requirement on February 15 and (vi) on August 15 of each Payment Date (or, if year shall be withdrawn from the Reserve Fund is not maintained by the Indenture Trustee and shall be deposited in the Bond Fund. Notwithstanding the foregoing before any such deposit shall be made, such amount shall be available for the payment of any rebate that may be owed under the Code, as specified in a Written Request of the Community Facilities District delivered to the Trustee. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Trustee shall, upon receipt of a Written Request of the Community Facilities District, transfer the amount in the Reserve Fund to the Bond Fund or Redemption Fund, as applicable, to be applied, on the related Deposit Date), next succeeding Interest Payment Date to the Indenture Trustee (based on information contained in payment and redemption of all of the Servicer’s Certificate delivered on the related Determination Date Outstanding Bonds. Whenever Bonds are to be redeemed pursuant to Section 3.104.01(a) or Section 4.01(b) or the corresponding provisions of a Supplemental Indenture, a proportionate share, determined as provided below, of the amount on deposit in the Reserve Fund shall, on the Business Day prior to the date on which such Bonds are to be redeemed, be transferred by the Trustee from the Reserve Fund to the Redemption Fund and shall cause an be applied to the redemption of said Bonds; provided, however, that such amount shall be so transferred only if and to the extent that the amount remaining on deposit in the Reserve Fund will be at least equal to the Reserve Requirement (excluding from the calculation thereof said Bonds to be redeemed). Such proportionate share shall be equal to the largest integral multiple of $5,000 that is not larger than the amount equal to the lesser product of (Aa) the amount on deposit in the Reserve Fund and (B) on the amount by which date five Business Days prior to the Note Distributable Amount exceeds the sum date notice of the amounts in the Note Distribution Account, redemption of such Bonds is required to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, given pursuant to the payment provisions hereof, times (b) a fraction, the numerator of interest due which is the principal amount of Bonds to be so redeemed and the denominator of which is the principal amount of Bonds to be Outstanding on the Notes day prior to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover date on which such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, Bonds are to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificatesso redeemed. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On each Payment Date the Closing Date, the Seller will Indenture Trustee shall deposit to the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee amounts, if any, described in the Reserve Fund PropertySection 8.6(d)(ix) hereof. (bi) In If, on any Payment Date, and after taking into account the event that the Note Distributable Amount exceeds the sum application of the amounts deposited into Pool I Available Funds plus any Crossover Amount payable from Pool II (but not the Note Distribution Account pursuant proceeds of any Insured Payment) to Sections 4.06(c)(vthe items listed in clauses (i) and through (vivii) of Section 8.6(d) hereof with respect to Pool I on each such Payment Date (or, if x) the Reserve Fund is full amount of the Class A-1 Interest Payment Amount (excluding any Relief Act Shortfalls) has not maintained by been paid (y) a Pool I Overcollateralization Deficit would result (such deficiency the Indenture Trustee, on the related Deposit Date)"Pool I Deficiency Amount") and/or (z) a Class A-1 Reimbursement Amount exists, the Indenture Trustee (based on information contained shall withdraw from the Reserve Fund and deposit in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause Collection Account an amount with respect to the Class A-1 Notes equal to the lesser of (Ax) the product of (a) the amount then on deposit in the Reserve Fund and (Bb) a fraction, the amount by numerator of which is the Note Distributable Pool I Deficiency Amount exceeds and the denominator of which is the sum of (i) the amounts in Pool I Deficiency Amount and (ii) the Note Distribution Account, to be deposited from Pool II Deficiency Amount and (y) the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the NotesPool I Deficiency Amount. (cii) In If, on any Payment Date, and after taking into account, the event that the Certificate Distributable Amount exceeds the sum application of the amounts deposited into Pool II Available Funds plus any Crossover Amount payable from Pool I (but not the Certificate Distribution Account pursuant proceeds of any Insured Payment) to Sections 4.06(c)(viithe items listed in clauses (i) and through (viiivii) of Section 8.6(d) hereof with respect to Pool II on each such Payment Date (orx) the full amount of the Class A-2 Interest Payment Amount (excluding any Relief Act Shortfalls) has not been paid, if (y) a Pool II Overcollateralization Deficit would result (such deficiency, the Reserve Fund is not maintained by the Indenture Trustee"Pool II Deficiency Amount"), on the related Deposit Date)and/or (z) a Class A-2 Reimbursement Amount exists, the Indenture Trustee shall cause withdraw from the Reserve Fund and deposit in the Collection Account an amount with respect to the Class A-2 Notes equal to the lesser of (Ax) the product of (a) the amount then on deposit in the Reserve Fund and (b) a fraction, the numerator of which is the Pool II Deficiency Amount and the denominator of which is the sum of (i) the Pool II Deficiency Amount and (ii) the Pool I Deficiency Amount and (y) the Pool II Deficiency Amount. (i) If, on any Payment Date, (A) the sum of (i) the Pool I Overcollateralization Amount plus (ii) the Pool II Overcollateralization Amount after taking into account all distributions on such Payment Date other than any distribution of any Reserve Reduction Amounts exceeds (B) the amount by which the Certificate Distributable Amount exceeds the sum of (i) the amounts in Pool I Specified Overcollateralization Amount plus (ii) the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate Pool II Specified Overcollateralization Amount for such Payment Date; provided that Date (such amount excess being "Reserve Reduction Amount"), the Reserve Reduction Amount shall be applied first, released from the Reserve Account and distributed to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the CertificatesCertificateholders. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On the Closing DateDate of Issuance, pursuant to Section 2.12(d) hereof, the Seller will Trustee shall deposit $2,136,069.03 into the Reserve Fund Initial Deposit into Fund. Thereafter, the Trustee shall transfer to the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Collection Fund shall be the property of the Issuer subject all amounts designated for transfer thereto pursuant to the rights of the Indenture Trustee in the Reserve Fund PropertySection 5.04(c)(vi) hereof. (b) In On each Monthly Servicing and Administration Payment Date or Quarterly Distribution Date, to the event that extent there are insufficient Available Funds in the Note Distributable Amount exceeds the sum Collection Fund to make one or more of the amounts deposited into transfers required by Sections 5.04(b) (other than transfers to repurchase Eligible Loans from any Servicer or any Guaranty Agency as described in clause (a)(i) of the Note Distribution Account definition of Available Funds) and 5.04(c)(i) through (c)(v) hereof and to the extent moneys are not available to make such transfers from the Capitalized Interest Fund pursuant to Sections 4.06(c)(v) Section 5.03 hereof and (vi) on each Payment Date (orthe Acquisition Fund pursuant to Section 5.02 hereof, if the Trustee shall, pursuant to an Authority Order directing the same, withdraw from the Reserve Fund is on such Monthly Servicing and Administration Payment Date or Quarterly Distribution Date, an amount equal to such deficiency and deposit such amount in the Collection Fund. Additionally, if on the Note Final Maturity Date the principal amount of such Notes will not maintained by be reduced to zero after giving effect to the Indenture distribution of the Available Funds on such Note Final Maturity Date, the Authority shall instruct the Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an Authority Order, to withdraw from the Reserve Fund on such Note Final Maturity Date an amount equal to the lesser amount needed to reduce the principal amount of such Notes to zero and to deposit such amount in the Collection Fund for application to payment of the Outstanding Amount of such Notes. (Ac) After giving effect to subsection (b) of this Section, if the amount on deposit in the Reserve Fund and (B) on any Quarterly Distribution Date is greater than the amount by which Specified Reserve Fund Balance for such Quarterly Distribution Date, the Note Distributable Amount exceeds Authority shall instruct the sum of the amounts in the Note Distribution AccountTrustee, pursuant to an Authority Order, to be deposited withdraw from the Reserve Account into the Note Fund on such Quarterly Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to such excess and to deposit such amount in the lesser Collection Fund. (d) On the final Quarterly Distribution Date, following the payment in full of the Outstanding Amount of the Notes and all accrued and unpaid interest thereon and of all other amounts (Aother than unpaid Carryover Administration and Servicing Fees) owing or to be distributed hereunder to Noteholders, the Trustee, the Administrator, or the Authority, to the extent that Available Funds on such date are insufficient to make the following payments, amounts remaining in the Reserve Fund shall be used to pay any unpaid Carryover Administration and Servicing Fees. Any amount remaining on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the after all amounts in the Certificate Distribution Account, owing or to be deposited into the Certificate Distribution Account in immediately available funds in the amounts distributed as set forth in the Servicer’s Certificate for such Payment Date; provided that such amount above shall have been made shall be applied first, distributed to the payment of interest due on the Certificates Authority. The Authority shall in no event be required to the extent, if any, that the amount deposited refund any amounts properly distributed pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificatesthis subsection (d). (de) On each Payment Date (orAnything in this Section to the contrary notwithstanding, if the market value of securities and cash in the Reserve Fund is not maintained by on any Quarterly Distribution Date sufficient to pay the Indenture Trustee, remaining principal amount of and interest accrued on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims toNotes, such amountsamount will be so applied on such Quarterly Distribution Date, and the Authority shall instruct the Trustee in writing to make such payments.

Reserve Fund. (a) The Master Servicer shall establish, on or before the Closing Date, and maintain as an Eligible Deposit Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be Wachovia Bank), a segregated trust account designated as the "Wachovia Auto Owner Trust 2006-A Reserve Fund" (the "Reserve Fund"). The Reserve Fund shall be held in trust for the benefit of the Securityholders. The Reserve Fund shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Master Servicer may direct the Indenture Trustee in writing to make (or cause to be made) deposits to and withdrawals from the Reserve Fund in accordance with this Agreement and the other Basic Documents. On the Closing Date, the Seller will Depositor shall deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the NotesReceivables. On or prior to each Subsequent Transfer Date, an amount equal to the related Reserve Fund Subsequent Deposit will be deposited into the Reserve Fund. The Reserve Fund shall be and all amounts, securities, investments, Financial Assets and other property deposited in or credited to the property of Reserve Fund (the "Reserve Fund Property") has been conveyed by the Depositor to the Issuer subject pursuant to Section 2.01(a). Pursuant to the rights Indenture, the Issuer will pledge all of its right, title and interest in, to and under the Reserve Fund and the Reserve Fund Property to the Indenture Trustee in on behalf of the Reserve Fund PropertySecurityholders to secure its obligations under the Notes and the Indenture. (b) In The Reserve Fund Property shall, to the event that extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Note Distributable Amount exceeds Master Servicer, by the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if bank or trust company then maintaining the Reserve Fund is in Permitted Investments that mature not maintained by later than the Indenture Trustee, on Deposit Date following the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser date of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for investment. All such Payment Date; provided that such amount Permitted Investments shall be applied first, held to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon be retained on deposit therein. If the written direction Reserve Fund is no longer to be maintained at Wachovia Bank, the Master Servicer shall, with Wachovia Bank's and the Indenture Trustee's approval (not to be unreasonably withheld) and assistance as necessary, promptly (and in any case within ten calendar days) cause the Reserve Fund to be moved to an Eligible Institution. The Master Servicer shall promptly notify the Rating Agencies and the Trustees in writing of any change in the account number or location of the ServicerReserve Fund. (c) With respect to any Reserve Fund Property: (i) any Reserve Fund Property that is a Financial Asset shall be physically delivered to, or credited to an account in the name of, the Eligible Institution maintaining the Reserve Fund, in accordance with such institution's customary procedures such that such institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto; (ii) any Reserve Fund Property that is held in deposit accounts shall be paid held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Rating and each such deposit account shall be subject to the Seller exclusive custody and control of the Indenture Trustee and the Indenture Trustee shall have sole signature authority with respect thereto; and (iii) except for any deposit accounts specified in clause (ii) above, the Reserve Fund shall only be invested in securities or in other assets which the Eligible Institution maintaining the Reserve Fund agrees to treat as Financial Assets. (d) If any Class of Notes has not been paid in full on any Distribution Date on and after its Final Scheduled Distribution Date (after giving effect to the extent that distribution of Available Funds on such Distribution Date), the funds therein exceed Master Servicer shall instruct the Specified Indenture Trustee in writing to distribute (or cause to be distributed) from amounts on deposit in the Reserve Fund Balance. Upon any distribution to the Seller Noteholders of amounts that Class of Notes, an amount equal to the lesser of (i) the amount on deposit in excess the Reserve Fund and (ii) the outstanding principal amount of that Class of Notes. If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of the Specified Reserve Fund BalanceDraw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Required Reserve Fund Amount for such Distribution Date, the Noteholders will not have any rights Master Servicer shall instruct the Indenture Trustee in writing to distribute or cause to be distributed on the related Deposit Date, the amount of such excess to the Collection Account for further deposit to the Certificate Payment Account for payment to the Certificateholders on such Distribution Date. The Trustees hereby release, on each Distribution Date, their security interest in, to and under Reserve Fund Property distributed to the Certificateholders. (e) If the Note Balance and all other amounts owing or claims toto be distributed hereunder or under the Indenture or the Trust Agreement to the Noteholders or the Certificateholders have been paid in full and the Issuer has been terminated, such amountsany remaining Reserve Fund Property shall be distributed to the Certificateholders.

Reserve Fund. (a) No later than the Closing Date, the Trustee will establish and maintain a segregated trust account that is an Eligible Account, which shall be titled "Reserve Fund, Bankers Trust Company, as trustee for the registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 1996-S22, Class A-4." On the Closing Date, the Seller will Trustee shall deposit the Reserve Fund Initial Deposit from amounts received from Salomon Brothers into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee Fund, cash in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to $8,000.00. The Master Servicer shall direct the lesser of (A) the amount Trustee on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and (Bto pay to the holders of the Class A-4 Certificates pursuant to Section 4.02(a)(i)(X) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited any Accrued Certificate Interest thereon not payable from the Reserve Account into the Note Available Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate Amount for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited Distribution Date pursuant to Section 4.06(c)(v4.02(a)(i)(X) is not sufficient to cover such payment and the amount of interest and, second, any Prepayment Interest Shortfalls otherwise allocable to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account Class A-4 Certificates pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is definition of Accrued Certificate Interest to the extent not maintained offset by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited Master Servicer pursuant to Section 4.06(c)(vii3.16(e) is not sufficient to cover such payment of interest and, second, hereof and to the payment extent of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, a "Reserve Withdrawal"). For federal income tax purposes, Salomon Brothers shall upon be the owner of the Reserve Fund xxx xxxxx xxxxxt all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein to the contrary, the Reserve Fund shall not be an asset of REMIC I or REMIC II. The Reserve Fund shall be invested in Permitted Investments at the written direction of Salomon Brothers. All income and gain realized from investment of funds deposited in the ServicerReserve Fund shall be for the sole and exclusive benefit of Salomon Brothers and shall be remitted by the Trustee to Salomon Brothers semi-annually on the first Business Day of the month following such Distribution Date. The amount of any loss incurred in respect of the any such investments shall be deposited in the Reserve Fund by Salomon Brothers out of its own funds immediately as xxxxxxxx xxxxxxx any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Class A-4 Certificates is reduced to zero will be paid distributed by the Trustee to the Seller to Salomon Brothers. To NY1-172102.4 110 the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of either REMIC I or REMIC II and (2) it shall be owned by Salomon Brothers, all within the Seller meaning of amounts in excess Section 1.860G-2(h) of the Specified Treasury Regulations. The Reserve Fund Balance, the Noteholders will may not have any rights in, or claims to, such amountsbe owned by more than one Person.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (viv) on each Payment Date plus any Swap Payment Incoming or Swap Termination Payments payable by the Swap Counterparty, if any, (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.103.1) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v4.06(c)(vi) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii4.06(c)(iv) and (viiiv) on each Payment Date plus any Swap Payment Incoming or Swap Termination Payments payable by the Swap Counterparty, if any, (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On There shall be created and established a Reserve Fund for the Closing DateBonds. Subject to Section 2.02, the Seller will deposit amount representing the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund Requirement shall be the property of the Issuer subject to the rights of the Indenture Trustee maintained in the Reserve Fund Propertyat all times. (b) In Except as provided in the subsections (c) through (f) below, moneys in the Reserve Fund shall be used solely for the purpose of paying the principal of and interest on the Bonds when due in the event that the Note Distributable Amount exceeds moneys in the sum of Redemption Fund are insufficient therefor, and for deposit to the amounts deposited into Rebate Fund as required. Based upon the Note Distribution Account calculation provided to the Fiscal Agent by the City pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (orSection 5.03, if the Fiscal Agent shall withdraw funds from the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on as necessary for deposit in the Reserve Redemption Fund on or before the first day of March and (B) the amount by which the Note Distributable Amount exceeds the sum September of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Noteseach year. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (orAssessments are prepaid, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date)in whole or in part, the Indenture Trustee Assessment thus prepaid shall cause be reduced by an amount equal to the lesser ratio of (A) the total amount on deposit in of cash initially provided for the Reserve Fund to the total amount originally assessed in the proceedings for the issuance of the Bonds, multiplied by the total amount of the Assessment to be prepaid, and (B) the amount by which thus determined shall be transferred from the Certificate Distributable Amount exceeds Reserve Fund to the sum Prepayment Account of the amounts in Redemption Fund. The City shall notify, or shall cause the Certificate Distribution Account, Fiscal Agent to be deposited into the Certificate Distribution Account in immediately available funds in the notified, of such amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall to be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificatestransferred. (d) In the event that moneys in (i) the Reserve Fund, (ii) the Redemption Fund, and (iii) the Assessment Fund are sufficient to retire all of the Outstanding Bonds plus accrued interest thereon, the moneys in the Reserve Fund shall, at the written direction of the City, be transferred to the Redemption Fund and the City shall transfer amounts in the Assessment Fund to the Fiscal Agent for deposit to the Redemption Fund; and collection of the remaining Assessment Installments shall cease. (e) All amounts remaining in the Reserve Fund in the year in which the last Assessment Installments become due and payable shall be credited toward said Assessments as follows: On or prior to July 1st of the Fiscal Year next preceding the Fiscal Year in which the last unpaid Assessment Installment becomes due and payable, the City shall determine the amount remaining in the Reserve Fund, and shall declare such amount to be surplus and order the same to be credited in the manner set forth in Section 10427.1 of the 1913 Act and shall provide written direction to the Fiscal Agent with respect thereto; provided that if all or any part of such Assessment Installments remain unpaid and are payable in installments, the amount apportioned to each Payment Date (orparcel shall be credited against the last of such unpaid Assessment Installments and, if the Reserve Fund is not maintained by amount apportioned to each parcel exceeds the Indenture Trusteeamount of said last installment, then such excess shall be credited against the next to last of such Assessment Installments. (f) Notwithstanding any provisions herein to the contrary, earnings on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit amounts deposited in the Reserve Fund shall upon be retained in the written direction Reserve Fund; provided, that if the amount of money in the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts is in excess of the Specified Reserve Requirement, the Fiscal Agent shall withdraw the amount of such excess from the Reserve Fund Balanceeach July 1, and shall transfer such amount to the Noteholders will not have any rights in, or claims to, such amountsRedemption Fund to be used as provided in Section 5.05.

Reserve Fund. (a) On The Trustee shall establish and maintain or cause to be established and maintained a Reserve Fund which is an Eligible Account, in the Closing Dateform of a non-interest-bearing trust account, titled "Reserve Fund for Harrxx Xxxk and Trust Company, as trustee for the Seller will deposit benefit of the holders of Bombardier Capital Mortgage Securitization Corporation, Series 1998-A." Amounts shall be withdrawn from the Reserve Fund Initial Deposit into in accordance with this Section 11. Any additional deposits to or withdrawals from the Reserve Fund pursuant to Sections 11(b) or 11(c) shall be made or shall be caused to be made by the Trustee only upon receipt by the Trustee of written directions from the net proceeds of Servicer directing such deposits or withdrawals and specifying the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Propertyreason therefor. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) If on each Payment any Remittance Date (or, if on which the Reserve Fund Draw Amount is not maintained by the Indenture Trustee, on the related Deposit Date)more than zero, the Indenture Trustee (based on information contained shall withdraw or cause to be withdrawn from the Reserve Fund, and deposit or cause to be deposited, in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause Distribution Account an amount equal to the lesser of (A) Reserve Fund Draw Amount. If on any Distribution Date, after giving effect to all distributions to be made on such date, the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Target Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date)Balance, the Indenture Trustee shall cause an amount equal to the lesser excess of (A) the amount on deposit in the Reserve Fund and (B) over the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount Target Reserve Fund Balance shall be applied first, withdrawn from the Reserve Fund and paid to the payment of interest due on Class R Certificateholder. (c) On each Distribution Date the Certificates to the extentTrustee shall make deposits, if any, that into the Reserve Account in the amount deposited pursuant to specified, and in accordance with, Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates5(a)(xvii). (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds Amounts on deposit in the Reserve Fund shall upon Account may be invested at the written direction of the ServicerServicer in Eligible Investments, and earnings on amounts deposited in such account shall be paid credited to the Seller account of the Servicer as servicing compensation in addition to the extent that Servicing Fee and shall offset P&I Advances due from the Servicer in respect of the Distribution Date next succeeding the date on which such earnings were made or, in the alternative at the Servicer's option, may be released to the Servicer on such Distribution Date. The amount of any losses incurred in respect of any such investments shall be deposited in the Reserve Account by the Servicer out of its own funds therein exceed the Specified immediately upon realization of any such losses. (e) The Reserve Fund Balance. Upon any distribution shall not be considered to be within the Seller of amounts in excess of Pooling REMIC or the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountsIssuing REMIC.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Class A-2, Class A-3 and Class A-4 Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (viv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.103.1) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v4.06(c)(vi) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii4.06(c)(iv) and (viiiv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. No later than the Closing Date, the Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, "Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2006‑3, Asset‑Backed Certificates, Series 2006‑3." The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests. On the first Distribution Date, amounts in the Reserve Fund will include any amounts withdrawn from the Interest Coverage Account. (a) The following amounts shall be deposited into the Reserve Fund: (i) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit Depositor shall deposit, or cause to be deposited, into the Reserve Fund from the net proceeds $1,000; (ii) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to any of the sale Class A Certificates, the Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Holders of the Notes. Class C Certificates to, and therefore shall, deposit into the Reserve Fund the amounts described in Section 4.01(d)(i)(y); and (iii) On each Distribution Date as to which there are no Net WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class C Certificates, from amounts otherwise distributable to such Class C Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $1,000. (b) The Reserve Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the property Holders of the Issuer subject Class C Certificates shall be deemed to be the rights owners of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the and all amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 3 to REMIC CX in respect of the Indenture TrusteeClass C Interest, on and then distributed by REMIC CX to the related Deposit Date)Holders of the Class C Certificates. For federal and state income tax purposes, payments in respect of the Class A Certificates, the Indenture Trustee (based on information contained Mezzanine Certificates and the Class B Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the Servicer’s Certificate delivered on the related Determination Date pursuant to meaning of Code Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes860G(a)(1). (c) In By accepting a Class C Certificate, each Holder of a Class C Certificate shall be deemed to have directed the event that Trustee to, and the Certificate Distributable Amount exceeds Trustee shall pursuant to such direction, deposit into the sum of Reserve Fund the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(viidescribed in Section 3.26(a)(ii) and (viiia)(iii) above on each Payment Date (orDistribution Date. By accepting a Class C Certificate, if the Reserve Fund each Holder of a Class C Certificate further agrees that such direction is not maintained by the Indenture Trustee, on the related Deposit Date)given for good and valuable consideration, the Indenture Trustee shall cause an amount equal to the lesser receipt and sufficiency of (A) the amount on deposit in the Reserve Fund and (B) the amount which is acknowledged by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificatesacceptance. (d) On each Payment Date At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (ori) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Reserve Fund is not maintained received by the Indenture Trustee, on the related Deposit Date)Trustee shall invest the funds in the Reserve Fund in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, all interest and other income (net of losses and investment expenses) on any funds on deposit in the Reserve Fund shall upon the written direction be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the Servicerdefinition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. (e) For federal tax return and information reporting, be paid the right of the Certificateholders to receive payment on account of the Seller to Class A Certificates, the extent that Mezzanine Certificates and the funds therein exceed Class B Certificates from the Specified Reserve Fund Balance. Upon in respect of any distribution to the Seller Net WAC Rate Carryover Amount shall be assigned a value of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountszero.

Reserve Fund. (a) On or before the Closing Date, the Seller will deposit the Trustee shall establish a Reserve Fund Initial Deposit into on behalf of the Holders of the Certificates. The Reserve Fund from the net proceeds of the sale of the Notesmust be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, LaSalle Bank National Association as Trustee for the property benefit of holders of Bear Stearns Asset Backex Xxxxxities I LLC, Asset-Backed Certificates, Series 2004-HE6". The Trustee shall demand payment of all money payable by Bear Stearns Financial Pxxxxxxx Inc. (the Issuer subject to "Counterparty") under the rights of the Indenture Yield Maintenance Agreements. The Trustee shall deposit in the Reserve Fund Propertyall payments received from the Counterparty pursuant to the Yield Maintenance Agreements. On each Distribution Date the Trustee shall remit amounts received from the Counterparty to the Holders of the Class I-A, Class II-A, Class M and Class CE Certificates in the manner provided in clause (b) below. In addition, on each Distribution Date as to which there is a Basis Risk Shortfall Carry Forward Amount payable to any Class of Certificates, the Trustee shall deposit the amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(4) into the Reserve Fund and the Trustee has been directed by the Class CE Certificateholder to distribute such amounts to the Holders of the Offered Certificates in the amounts and priorities set forth in clauses (C) and (D) of Section 5.04(a)(4). Any payments to the Holders of Offered Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1). (b) In Amounts received from the event Counterparty under the Yield Maintenance Agreements shall be distributed on each Distribution Date in the following manner and order of priority: (i) FIRST, (A) from amounts received under the Yield Maintenance Agreement related to the Class I-A Certificates, to the Class I-A Certificates, pro rata, based on the amount of Basis Risk Shortfall Carry Forward Amount for such Classes of Certificates for such Distribution Date, the amount of any Basis Risk Shortfall Carry Forward Amount for such Classes of Certificates for such Distribution Date; (B) from amounts received under the Yield Maintenance Agreement related to the Class II-A Certificates, to the Class II-A Certificates, the amount of any Basis Risk Shortfall Carry Forward Amount for such Class of Certificates for such Distribution Date; and (C) from amounts received under the Yield Maintenance Agreement related to the Class M Certificates, sequentially to the Class M-1, Class M-2, Claxx M-3, Class M-4, Class M-5, Class M-6, Class M-7A and Class M-7B Certificates, in that order, the Note Distributable amount of any Basis Risk Shortfall Carry Forward Amount exceeds for such Classes of Certificates for such Distribution Date; (ii) SECOND, from any remaining amounts received under the sum non-related Yield Maintenance Agreements, to the Class I-A, Class II-A and Class M Certificates, as applicable, pro rata, based on the aggregate amount of Basis Risk Shortfall Carry Forward Amounts for the Class I-A, Class II-A and Class M Certificates, as applicable, for such Distribution Date to the extent not covered in clause (i) above, which amounts so allocated shall be paid in the case of the amounts deposited into Class A-I Certificates and the Note Distribution Account pursuant to Sections 4.06(c)(vClass M Certificates in the order of priority in clause (i) first (A) and (viC) on each Payment Date above; and (oriii) THIRD, if any remaining amounts received under the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied firstYield Maintenance Agreements, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the NotesClass CE Certificates. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be an asset of the Trust Fund but not maintained by an asset of any REMIC. The Trustee on behalf of the Indenture TrusteeTrust shall be the nominal owner of the Reserve Fund. The Class CE Certificateholder shall be the beneficial owner of the Reserve Fund, on the related Deposit Date), the Indenture Trustee shall cause an amount equal subject to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum power of the Trustee to transfer amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to under Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates5.04. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit shall be deposited into the Reserve Fund from the net proceeds of from the sale of the NotesCertificates. The Seller hereby grants to the Collateral Agent a security interest in and to the Reserve Fund shall be the and any and all property credited thereto from time to time, including but not limited to Eligible Investments, to secure payment of the Issuer subject Certificates according to the rights of the Indenture Trustee their terms. Amounts held from time to time in the Reserve Fund Propertywill continue to be held by the Collateral Agent for the benefit of Class A Certificateholders and the Class B Certificateholders but the Reserve Fund shall not be an asset of the Trust. By acceptance of their Certificates, Certificateholders shall be deemed to have appointed Bankers Trust Company as Collateral Agent. Bankers Trust Company hereby accepts such appointment as Collateral Agent. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note On each Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee Servicer shall instruct the Collateral Agent in writing (based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.103.9) shall cause to withdraw from the Reserve Fund on such Distribution Date, to the extent of funds available therein, the amounts specified below, in the order of priority specified below, and deposit such amounts in the Class A Distribution Account or the Class B Distribution Account, as specified below, on such Distribution Date: (i) an amount equal to the lesser excess, if any, of the Class A Interest Distribution for such Distribution Date over the sum of Interest Collections for such Distribution Date and the Class B Percentage of Principal Collections for such Distribution Date will be deposited into the Class A Distribution Account; (Aii) an amount equal to the excess, if any, of the Class B Interest Distribution for such Distribution Date over the portion of Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution for such Distribution Date will be deposited into the Class B Distribution Account; (iii) an amount equal to the excess, if any, of the Class A Principal Distribution for such Distribution Date over the portion of Principal Collections and Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution and the Class B Interest Distribution for such Distribution Date will be deposited into the Class A Distribution Account; and (iv) an amount equal to the excess, if any, of the Class B Principal Distribution for such Distribution Date over the portion of Principal Collections and Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution, the Class B Interest Distribution and the Class A Principal Distribution for such Distribution Date will be deposited into the Class B Distribution Account. The Collateral Agent shall be entitled to conclusively rely on the Servicer's instruction and the Servicer's Certificate without investigation. (c) If the amount on deposit in the Reserve Fund on any Distribution Date (after giving effect to all other deposits thereto and (Bwithdrawals therefrom to be made on such Distribution Date) is greater than the Specified Reserve Balance for such Distribution Date, the Servicer shall instruct the Collateral Agent in writing to distribute the amount by of the excess to the Seller on such Distribution Date. On the date on which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution AccountTrust terminates, to be deposited from the Reserve Account into the Note Distribution Account in immediately available any funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit remaining in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, after all other distributions to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if made from the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expensespursuant to this Section 4.6 have been made) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid distributed to the Seller Seller. Amounts properly distributed to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any Servicer for distribution to the Seller of amounts in excess of pursuant to Section 4.1(b)(ii) or this Section 4.6(c) shall not be available under any circumstances to the Specified Reserve Fund BalanceTrust, the Noteholders will not have Trustee or the Certificateholders and the Seller shall in no event thereafter be required to refund any rights in, or claims to, such distributed amounts.

Reserve Fund. (ai) The Servicer shall establish and maintain with the Securitization Trustee a separate trust account to be known as the "Reserve Fund", which will include the money and other property deposited and held therein pursuant to Section 3.01(c) (i) and this Section. Funds in the Reserve Fund shall be property of the Transferor, and the Transferor hereby grants to the Securitization Trustee for the benefit of the Investor Certificateholders a security interest in all funds (including Permitted Investments) and the proceeds thereof. The Reserve Fund shall be an Eligible Account and initially shall be established with the Securitization Trustee. If for any reason the Reserve Fund is no longer an Eligible Account, the Securitization Trustee shall promptly cause the Reserve Fund to be moved to another institution or otherwise changed so that the Reserve Fund becomes an Eligible Account. (ii) All amounts held in the Reserve Fund shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed by the Servicer in Permitted Investments. Earnings on investment of funds in the Reserve Fund shall be paid to the Transferor on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. (b) On or prior to the Closing Date, the Seller will Transferor shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the NotesFund. The Transferor also does hereby grant to the Securitization Trustee a security interest in such initial deposit, and the Securitization Trustee shall have all the rights and powers of a secured party under the UCC. Amounts on deposit in the Reserve Fund shall be supplemented from time to time by the property deposit therein of the Issuer subject Excess Collections otherwise distributable to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date Transferor pursuant to Section 3.10) shall cause an amount equal 3.01(c), and amounts that otherwise would be payable to the lesser of (ATransferor pursuant to Section 3.01(e) but for the fact that the amount on deposit in the Reserve Fund and (B) is less than the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Specified Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied firstFund Balance, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. extent described in this subparagraph (c) In the event that the Certificate Distributable Amount exceeds the sum of b). On each Distribution Date the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if deposit in the Reserve Fund is not maintained by the Indenture Trusteeshall be available for distribution as provided in Section 3.01 and, on the related Deposit each Distribution Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) if the amount on deposit in the Reserve Fund and (Bafter giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Securitization Trustee will distribute any such excess amount by which to the Certificate Distributable Amount exceeds Transferor, whereupon such excess amount shall no longer be available to the sum Securitization Trustee or the Investor Certificateholders. (c) Upon termination of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited Securitization Trust pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and7.01, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds any amounts on deposit in the Reserve Fund shall upon be available for payment of any remaining amounts due to the written direction Investor Certificateholders, and for payment of any remaining amounts due to the ServicerSecuritization Trustee, and after payment of such amounts due, shall be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountsTransferor.

Reserve Fund. (a) On or prior to the Closing Date, the Seller will Owner Trustee shall deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the NotesFund. The Servicer shall establish and maintain the Reserve Fund shall be Account as an Eligible Account at ___________ in the property of the Issuer subject to the rights name of the Indenture Trustee in for the Reserve Fund Propertybenefit of the Securityholders. (b) In The Indenture Trustee shall at the event that the Note Distributable Amount exceeds the sum written direction of the amounts deposited into Servicer invest the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if funds in the Reserve Fund is not maintained by in Qualified Eligible Investments. Funds in the Indenture Trustee, Reserve Fund shall be invested in investments that mature on or before the related Deposit Business Day prior to each Distribution Date). Once such funds are invested, the Indenture Trustee shall not change the investment of such funds prior to maturity. Upon any such investment, the Indenture Trustee shall, consistent with the definition of Qualified Eligible Investment herein, make an appropriate notation of security interest in such Qualified Eligible Investment on the Indenture Trustee's records, by book entry or otherwise. All income and gain realized from any such investments as well as any interest earned on Reserve Fund Deposits shall be deposited and retained in the Reserve Fund (subject to SECTION 7.04(d)). Losses, if any, realized on amounts in the Reserve Fund invested pursuant to this paragraph shall first be credited against undistributed investment earnings on amounts in the Reserve Fund invested pursuant to this paragraph, and shall thereafter be deemed to reduce the amount on deposit in the Reserve Fund. The Depositor and the Indenture Trustee shall not be liable for the amount of any loss incurred in respect of any investment, or lack of investment, of funds held in the Reserve Fund. (c) On the Business Day immediately preceding each Distribution Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate Monthly Report delivered on the related Determination Date pursuant to Section 3.10SECTION 9.01) shall cause on such Distribution Date to withdraw from the Reserve Account an amount equal to the lesser Shortfall with respect to such Distribution Date and apply such funds in the following order of priority: first, to the Note Distribution Account; the amount of such Shortfall relating to the Note Interest Distributable Amount, second, to the Certificate Distribution Account, the amount of such Shortfall relating to the Certificate Interest Distributable Amount; third, to the Note Distribution Account, the amount of such Shortfall relating to the Note Principal Distributable Amount; and fourth, to the Certificate Distribution Account, the amount of such Shortfall relating to the Certificate Principal Distributable Amount. On each Distribution Date, the Indenture Trustee shall withdraw funds from the Reserve Fund and apply them in accordance with the Servicer's instructions. (Ad) On each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note withdrawals therefrom on such Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to greater than the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Specified Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), Balance with respect to such Distribution Date the Indenture Trustee shall cause an amount equal withdraw such excess funds and pay them to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the CertificatesDepositor. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. The Reserve Fund is hereby created and established, and shall be maintained by the Lender separate and apart from all other funds and accounts of the Lender and subject to the following terms and conditions: (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit Borrower covenants and agrees to cause to be deposited into the Reserve Fund on the Closing Date from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject available funds an amount equal to the rights of Reserve Requirement and, except as permitted by Section 4.03(b) below, so long as any Loan Repayments remain unpaid, to maintain the Indenture Trustee balance in the Reserve Fund Propertyin an amount at least equal to the Reserve Requirement. Except for transfers pursuant to subsection (b), below, the Reserve Requirement shall be held by the Lender in the Reserve Fund until the Loan Repayments are paid in full pursuant to the terms of this Loan Agreement. (b) Moneys in the Reserve Fund shall be used and expended by the Lender solely for the purpose of: (1) making up deficiencies in the payment of Loan Repayments as provided below; or (2) providing for the payment of the final Loan Repayment as provided below. (c) If on any Loan Repayment Date the amount paid by the Borrower to the Lender shall be less than the amount required to pay the full amount of the Loan Repayment due on said Loan Repayment Date, the Lender shall withdraw from the Reserve Fund the amount necessary to make good the deficiency. (d) Amounts in the Reserve Fund, if any, that cause the balance therein to exceed the Reserve Requirement shall be treated by the Lender as a credit against the next occurring Loan Repayment, and the Lender shall inform the Borrower of the amount of such credit. (e) Moneys in the Reserve Fund may be applied to payment of the final Loan Repayments, in which event the Lender shall apply the balance then on hand as a credit against said final Loan Repayment. (f) The Lender shall invest and reinvest moneys on deposit in the Reserve Fund in Qualified Investments in accordance with written instructions received from Borrower. In the absence of written investment instructions directing the Lender, the Lender is directed to invest available funds in Qualified Investments described in paragraph (iv) of the definition thereof. Interest on the Reserve Fund shall become part of the Reserve Fund, and gains and losses on the investment of the moneys on deposit in the Reserve Fund shall be borne by the Reserve Fund. (g) The Lender shall determine the fair market value of the Qualified Investments credited to the Reserve Fund on each Loan Repayment Date, commencing with the first Loan Repayment Date. In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from is less than the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for Requirement as a result of such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date)valuation, the Indenture Trustee Lender shall cause an amount equal to promptly notify the lesser of (A) Borrower. If the amount on deposit in the Reserve Fund and (B) is less than the amount by which the Certificate Distributable Amount exceeds the sum Reserve Requirement, either as a result of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due a draw on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained to make up a deficiency in the Loan Repayments paid by the Indenture TrusteeBorrower or a valuation by Lender, on the related Deposit Date)Borrower shall, all interest and other income within five (net 5) Business Days of losses and investment expenses) on funds on receipt of such notification, deposit with the Lender an amount of Gross Revenues equal to the amount required to restore the amount in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller Reserve Requirement. The Borrower further authorizes Lender to transfer such amounts from the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon to make up any distribution deficiency in the Loan Repayments received by the Lender pursuant to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountsthis Loan Agreement.

Reserve Fund. (a) On each Payment Date the Closing Date, the Seller will Trustee shall deposit to the Reserve Fund Initial Deposit the amounts, if any, described in Section 8.7(d)(x) hereof. (i) If, on any Payment Date, and after taking into account the application of the Pool I Available Funds plus any Crossover Amount payable from Pool II (but not the proceeds of any Insured Payment or Guarantee Payment) to the items listed in clauses (i) through (ix) of Section 8.7(d) hereof with respect to Pool I on such Payment Date (x) the full amount of the Class A-1 Interest Payment Amount (excluding any Relief Act Shortfalls) has not been paid; (y) on and following the Insured Payment Date, a Pool I Overcollateralization Deficit would result; and/or (z) a Class A-1 Reimbursement Amount exists (the sum of such deficiencies the "Pool I Deficiency Amount"), the Trustee shall withdraw from the Reserve Fund from and deposit in the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject Collection Account an amount with respect to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount Class A-1 Certificates equal to the lesser of (x) the product of (a) the amount then on deposit in the Reserve Fund and (b) a fraction, the numerator of which is the Pool I Deficiency Amount and the denominator of which is the sum of (i) the Pool I Deficiency Amount and (ii) the Pool II Deficiency Amount and (y) the Pool I Deficiency Amount. (ii) If, on any Payment Date, and after taking into account, the application of the Pool II Available Funds plus any Crossover Amount payable from Pool I (but not the proceeds of any Insured Payment) to the items listed in clauses (i) through (ix) of Section 8.7 (d) hereof with respect to Pool II on such Payment Date (x) the full amount of the Class A-2 Interest Payment Amount (excluding any Relief Act Shortfalls) has not been paid, (y) on and following the Insured Payment Date, a Pool II Overcollateralization Deficit would result; and/or (z) a Class A-2 Reimbursement Amount exists (the sum of such deficiencies the "Pool II Deficiency Amount"), the Trustee shall withdraw from the Reserve Fund and deposit in the Collection Account an amount with respect to the Class A-2 Notes equal to the lesser of (x) the product of (a) the amount then on deposit in the Reserve Fund and (b) a fraction, the numerator of which is the Pool II Deficiency Amount and the denominator of which is the sum of (i) the Pool II Deficiency Amount and (ii) the Pool I Deficiency Amount and (y) the Pool II Deficiency Amount. (i) If, on any Payment Date, (A) the sum of (i) the Pool I Overcollateralization Amount plus (ii) the Pool II Overcollateralization Amount plus (iii) the amount on deposit in the Reserve Fund and minus (iv) any Pool I Overcollateralization Deficit minus (v) any Pool II Overcollateralization Deficit, in each case after taking into account all distributions on such Payment Date other than any distribution of any Reserve Reduction Amounts (as defined below) exceeds (B) the amount by which the Note Distributable Amount exceeds the sum of (i) the amounts in Pool I Specified Overcollateralization Amount plus (ii) the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate Pool II Specified Overcollateralization Amount for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the such excess being "Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit DateReduction Amount"), the Indenture Trustee Reserve Reduction Amount shall cause an amount equal to the lesser of (A) the amount on deposit in be released from the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, distributed to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the CertificatesResidual Certificateholders. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On the Closing Date, the Seller Trustee shall (1) establish and maintain in its name, in trust for the benefit of the holders of the Class I-A-3 Certificates, the Reserve Fund, and (ii) the Depositor will deposit or cause to be deposited $1,000 in the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the NotesFund. The Reserve Fund shall be the property an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys of the Issuer subject Trustee held pursuant to this Agreement. The Corridor Residual Owner will own the rights of the Indenture Trustee residual interest in the Reserve Fund. The Reserve Fund Propertyshall be an asset of the Separate Interest Trust. (b) In On each Distribution Date prior to the event that Corridor Contract Termination Date, the Note Distributable Amount exceeds Trustee will deposit any amounts received under the sum of the amounts deposited Corridor Contract into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) Reserve Fund. Amounts on each Payment Date (ordeposit, if any, in the Reserve Fund is not maintained by shall be distributed in the Indenture Trustee, following order of priority: (i) on any Distribution Date for which a Basis Risk Shortfall exists in respect of the related Deposit Date)Class I-A-3 Certificates, the Indenture Trustee (based on information contained in shall withdraw from the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause Reserve Fund an amount equal to the lesser of (Ai) the amount on deposit Yield Supplement Amount for such Distribution Date and (ii) the balance in the Reserve Fund on such Distribution Date, and (B) distribute such amount to the amount by which the Note Distributable Amount exceeds the sum Holders of the amounts in Class I-A-3 Certificates; (ii) on any Distribution Date for which an Unpaid Basis Risk Shortfall exists on the Note Distribution AccountClass I-A-3 Certificates, to be deposited the Trustee shall withdraw from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (Ai) the amount of such Unpaid Basis Risk Shortfall for such Distribution Date and (ii) the remaining balance in the Reserve Fund on such Distribution Date, and distribute such amount to the Holders of the Class I-A-3 Certificates; and (iii) on any Distribution Date for which a Carryover Unpaid Basis Risk Shortfall exists on the Class I-A-3 Certificates, the Trustee shall withdraw from the Reserve Fund an amount equal to the lesser of (i) the amount of such Carryover Unpaid Basis Risk Shortfall with interest thereon at the applicable Pass-Through Rate (calculated without regard to the maximum Pass-Through Rate limitation) for such Distribution Date and (ii) the remaining balance in the Reserve Fund on such Distribution Date, and distribute such amount to the Corridor Residual Owner. (c) Any amounts remaining on deposit in the Reserve Fund after the Trustee has made the foregoing distributions shall remain in the Reserve Fund until the next Distribution Date. On the Distribution Date immediately following the earlier of (i) the Corridor Contract Termination Date, and (Bii) the amount by date on which the Class Certificate Distributable Amount exceeds the sum Balance of the Class I-A-3 Certificates is reduced to zero, the Trustee shall distribute any amounts remaining in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, Reserve Fund to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the CertificatesCorridor Residual Owner. (d) On each Payment Date (orIf the Corridor Contract is terminated early and the Corridor Contract Counterparty owes a termination payment thereunder, if the Trustee shall allocate the amount of any such termination payment between the Reserve Fund and the Corridor Residual Owner, as follows, (A) with respect to the Reserve Fund, an amount equal to the product of (i) a fraction, the numerator of which is not maintained by the Indenture lesser of (x) the Corridor Contract Notional Amount for the first Distribution Date on or after the early termination and (y) the Class Certificate Balance of the Class I-A-3 Certificates immediately prior to the first Distribution Date on or after the early termination, and the denominator of which is the Corridor Contract Notional Amount for the first Distribution Date on or after the early termination and (ii) the termination payment amount, and (B) with respect to the Corridor Reserve Owner, an amount equal to any excess of the termination payment amount over the amounts payable pursuant to clause (A) above, if any. The Trustee shall apply the portion of any termination payment that is allocated to the Reserve Fund on future Distribution Dates to pay any Yield Supplement Amounts on the Class I-A-3 Certificates, until the Corridor Contract Termination Date. (e) Funds in the Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Reserve Fund shall be for the benefit of the Corridor Residual Owner. The Corridor Residual Owner shall own the Reserve Fund for federal income tax purposes and the Corridor Residual Owner shall direct the Trustee, in writing, as to investment of amounts on deposit therein. The Corridor Residual Owner shall be liable for any losses incurred on such investments. In the related Deposit Date), all interest and other income (net absence of losses and written instructions from the Corridor Residual Owner as to investment expenses) on of funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims toFund, such amountsfunds shall be held uninvested.

Reserve Fund. (a) On the Closing Datedate hereof, the Seller will deposit Trustee shall establish and maintain in its name, as trustee, a segregated trust account (the "Reserve Fund Initial Deposit Fund") to be held in trust for the benefit of the Certificateholders until disbursed pursuant to the terms of this Agreement. On the date hereof, the Depositor shall cause to be deposited into the Reserve Fund from an aggregate amount equal to $2,235,939.89 (the net proceeds of the sale of the Notes"Initial Reserve Fund Deposit"). The Reserve Fund shall be an Eligible Account. If the property existing Reserve Fund ceases to be an Eligible Account, the Trustee shall establish a new Reserve Fund that is an Eligible Account within 20 Business Days and transfer all funds on deposit in such existing Reserve Fund into such new Reserve Fund. The Reserve Fund shall relate solely to the Certificates issued hereunder, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Issuer subject Trustee held pursuant to the rights of the Indenture Trustee in the Reserve Fund Propertythis Agreement. (b) In On each Distribution Date prior to the event that final Distribution Date, the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if Trustee shall withdraw from the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (Ai) the principal portion of all Realized Losses during the related Due Period and (ii) the amount on deposit in the Reserve Fund and (B) for such Distribution Date. On the amount by which the Note Distributable Amount exceeds the sum final Distribution Date, subject to earlier termination of the amounts in Reserve Fund pursuant to Section 4.05(f), the Note Distribution Account, to be deposited Trustee shall withdraw from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (Ai) the principal portion of all outstanding Unpaid Realized Loss Amounts and (ii) the amount remaining on deposit in the Reserve Fund. Any such amounts shall be added to Liquidation Proceeds (and to Principal Funds) for the related Group for such Distribution Date; provided, however, that in the event that the amount on deposit in the Reserve Fund and (B) is less than the amount by which the Certificate Distributable Amount exceeds the sum of the amounts principal portion of all Realized Losses during the related due period (or, in the Certificate case of the final Distribution AccountDate, the principal portion of all outstanding Unpaid Realized Loss Amounts), the amount withdrawn from the Reserve Fund shall be added to be deposited into the Certificate Distribution Account in immediately available funds Liquidation Proceeds of Group I and Group II pro rata according the principal portion of all Realized Losses (or, in the case of the final Distribution Date, the principal portion of all outstanding Unpaid Realized Loss Amounts) in each such Group. (c) The Trustee shall make withdrawals from the Reserve Fund only for the following purposes: (i) to make the withdrawal specified in paragraph (b) of this Section 4.05; (ii) to withdraw amounts set forth deposited in the Servicer’s Certificate for such Payment DateReserve Fund in error; provided that such amount shall be applied first, and (iii) to clear and terminate the payment of interest due on the Certificates to the extent, if any, that the amount deposited Reserve Fund pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates4.05(g). (d) On each Payment Date (orThe Trustee shall invest, or cause to be invested, at the direction of the Depositor, funds held in the Reserve Fund, which funds, if invested, shall be invested in Permitted Investments. All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Permitted Investments will be made in the name of the Trustee (in its capacity as such) or its nominee; provided, however, that the Trustee shall not be liable for any investment loss on such investment. All income and gain realized from any such investment shall be paid to or on the order of the Depositor and shall be subject to its withdrawal on order from time to time. (e) For all federal income tax purposes, the Reserve Fund is not maintained shall be treated as beneficially owned by the Indenture Trustee, Depositor. (f) The Reserve Fund shall terminate upon the earlier to occur of: (i) The date on which the related Deposit Dateaggregate Unpaid Realized Loss Amounts have been reduced (when measured from the date hereof) by an amount equal to the amount of the Initial Reserve Fund Deposit; (ii) the Distribution Date on which the Reserve Fund balance is reduced to zero; (iii) the Optional Termination of the Trust pursuant to Section 5.04 hereof; or (iv) the final maturity date. (g) Upon termination of the Reserve Fund pursuant to Section 4.05(f), all interest and other income (net of losses and investment expenses) on funds any amounts remaining on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Depositor. (h) The Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess shall be an asset of the Specified Reserve Fund BalanceTrust Fund, but not of any REMIC created under the Noteholders will not have any rights in, or claims to, such amountsTrust Agreement."

Reserve Fund. (a) On the Closing Date, the Seller Owner Trustee will deposit deposit, on behalf of the Seller, the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (viv) on each Payment Date (orDate, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the such excess, and deposit such amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the CertificatesNotes. (dc) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts. (d) Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 4.06, the Reserve Fund and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Reserve Fund, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes. (e) The Seller will grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in all funds (including Eligible Investments) in the Reserve Fund (including the Reserve Fund Initial Deposit) and the proceeds thereof, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Reserve Fund and the right to receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder. If for any reason the Reserve Account is no longer an Eligible Account, the Indenture Trustee shall promptly cause the Reserve Fund to be moved to another institution or otherwise changed so that the Reserve Fund becomes an Eligible Account. Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Fund.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (viv) on each Payment Date plus any Swap Payment Incoming or Swap Termination Payments payable by the Swap Counterparty, if any, (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.103.1) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v4.06(c)(vi) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii4.06(c)(iv) and (viiiv) on each Payment Date plus any Swap Payment Incoming or Swap Termination Payments payable by the Swap Counterparty, if any, (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On or prior to the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) Master Servicer shall cause to be established and maintained the Class II-A-3 Reserve Fund, into which an amount equal to $6,200 shall be contributed by the lesser of (A) the amount Underwriter, to provide coverage with respect to any Class II-A-3 Covered Interest Shortfall Amount. For each Distribution Date, so long as funds remain on deposit in the Class II-A-3 Reserve Fund, the Master Servicer shall calculate the Class II-A-3 Covered Interest Shortfall Amount for such Distribution Date, and shall notify the Trustee and the Certificate Insurer by noon New York City time two Business Days prior to the Distribution Date of such amount. On each Distribution Date, the Trustee shall then withdraw from the Class II-A-3 Reserve Fund, to the extent funds are available therein, the Class II-A-3 Covered Interest Shortfall Amount, and deposit such amount in the Certificate Account for payment to the Class II-A-3 Certificateholders pursuant to Section 4.05(a) (and shall be deemed to have distributed such amount to the Class II-A-3-L Regular Interest pursuant to Section 4.04). The Trustee shall withdraw from the Class II-A-3 Reserve Fund and (B) pay to the amount by Underwriter any amounts remaining in the Class II-A-3 Reserve Fund on the Distribution Date on which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, Class II-A-3 Principal Balance has been reduced to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount zero. Amounts on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Class II-A-3 Reserve Fund shall upon the written direction of the Servicer, not be paid to the Seller to invested and shall not be held in an interest-bearing account. To the extent that it constitutes a "reserve fund" for purposes of the funds therein exceed REMIC Provisions, the Specified Class II-A-3 Reserve Fund Balance. Upon established hereunder shall be an "outside reserve fund" as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any distribution REMIC, (ii) such fund shall be owned for federal tax purposes by the Underwriter, and the Underwriter shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the Seller of amounts in excess of fund shall be treated as distributed by the Specified Reserve Fund Balance, REMIC to the Noteholders will not have any rights in, or claims to, such amountsUnderwriter.

Reserve Fund. No later than the Closing Date, the Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, “Reserve Fund, [NAME OF TRUSTEE], as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 200__-__, Asset-Backed Certificates, Series 200__-__.” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests. (a) The following amounts shall be deposited into the Reserve Fund: (i) On each Distribution Date, the Trustee shall deposit all amounts received with respect to the Cap Agreements; (ii) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit Depositor shall deposit, or cause to be deposited, into the Reserve Fund from the net proceeds $1,000; (iii) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to any of the sale Class A Certificates, the Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Holders of the Notes. Class C Certificates to, and therefore shall, deposit into the Reserve Fund the amounts described in Section 4.01(d)(i)(y); and (iv) On each Distribution Date as to which there are no Net WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class C Certificates, from amounts otherwise distributable to such Class C Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $1,000. (b) The Reserve Fund shall be segregated into two separate portions, for which the property Trustee shall keep separate accounts. “Portion 1” of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum shall consist of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount 3.26(a)(i), above, plus any amounts earned on any such funds while on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum Fund. “Portion 2” of the Reserve Fund shall consist of amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest andSections 3.26(a)(ii), second(a)(iii), to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Datea)(iv), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount above, plus any amounts earned on any such funds while on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if Fund. Amounts distributed from the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest under Sections 4.01(d)(ii) and other income (net 3.26(c) shall be deemed to be distributed first from Portion 1 of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amountsthereof and then from Portion 2.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit shall be deposited into the Reserve Fund from the net proceeds of from the sale of the NotesCertificates. The Seller hereby grants to the Collateral Agent a security interest in and to the Reserve Fund shall be the and any and all property credited thereto from time to time, including but not limited to Eligible Investments, to secure payment of the Issuer subject Certificates according to the rights of the Indenture Trustee their terms. Amounts held from time to time in the Reserve Fund Propertywill continue to be held by the Collateral Agent for the benefit of Class A Certificateholders and the Class B Certificateholders but the Reserve Fund shall not be an asset of the Trust. By acceptance of their Certificates, Certificateholders shall be deemed to have appointed Bankers Trust Company as Collateral Agent. Bankers Trust Company hereby accepts such appointment as Collateral Agent. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note On each Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee Servicer shall instruct the Collateral Agent (based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.103.9) shall cause to withdraw from the Reserve Fund on such Distribution Date, to the extent of funds available therein, the amounts specified below, in the order of priority specified below, and deposit such amounts in the Class A Distribution Account or the Class B Distribution Account, as specified below, on such Distribution Date: (i) an amount equal to the lesser excess, if any, of the Class A Interest Distribution for such Distribution Date over the sum of Interest Collections for such Distribution Date and the Class B Percentage of Principal Collections for such Distribution Date will be deposited into the Class A Distribution Account; (Aii) an amount equal to the excess, if any, of the Class B Interest Distribution for such Distribution Date over the portion of Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution for such Distribution Date will be deposited into the Class B Distribution Account; (iii) an amount equal to the excess, if any, of the Class A Principal Distribution for such Distribution Date over the portion of Principal Collections and Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution and the Class B Interest Distribution for such Distribution Date will be deposited into the Class A Distribution Account; and (iv) an amount equal to the excess, if any, of the Class B Principal Distribution for such Distribution Date over the portion of Principal Collections and Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution, the Class B Interest Distribution and the Class A Principal Distribution for such Distribution Date will be deposited into the Class B Distribution Account. The Collateral Agent shall be entitled to conclusively rely on the Servicer's instruction and the Servicer's Certificate without investigation. (c) If the amount on deposit in the Reserve Fund on any Distribution Date (after giving effect to all other deposits thereto and (Bwithdrawals therefrom to be made on such Distribution Date) is greater than the Specified Reserve Balance for such Distribution Date, the Servicer shall instruct the Collateral Agent in writing to distribute the amount by of the excess to the Seller on such Distribution Date. On the date on which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution AccountTrust terminates, to be deposited from the Reserve Account into the Note Distribution Account in immediately available any funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit remaining in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, after all other distributions to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if made from the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expensespursuant to this Section 4.6 have been made) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid distributed to the Seller Seller. Amounts properly distributed to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any Servicer for distribution to the Seller of amounts in excess of pursuant to Section 4.1(b)(ii) or this Section 4.6(c) shall not be available under any circumstances to the Specified Reserve Fund BalanceTrust, the Noteholders will not have Trustee or the Certificateholders and the Seller shall in no event thereafter be required to refund any rights in, or claims to, such distributed amounts.

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (viv) on each Payment Date [plus any Swap Payment Incoming or Swap Termination Payments payable by the Swap Counterparty, if any,] (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v4.06(c)(vi) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii4.06(c)(iv) and (viiiv) on each Payment Date [plus any Swap Payment Incoming or Swap Termination Payments payable by the Swap Counterparty, if any,] (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Reserve Fund. (a) On the Closing Datedate hereof, the Seller will deposit Trustee shall establish and maintain in its name, as trustee, a segregated trust account (the "Reserve Fund Initial Deposit Fund") to be held in trust for the benefit of the Certificateholders until disbursed pursuant to the terms of this Agreement. On the date hereof, the Depositor shall cause to be deposited into the Reserve Fund from an aggregate amount equal to $1,102,770.20 (the net proceeds of the sale of the Notes"Initial Reserve Fund Deposit"). The Reserve Fund shall be an Eligible Account. If the property existing Reserve Fund ceases to be an Eligible Account, the Trustee shall establish a new Reserve Fund that is an Eligible Account within 20 Business Days and transfer all funds on deposit in such existing Reserve Fund into such new Reserve Fund. The Reserve Fund shall relate solely to the Certificates issued hereunder, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Issuer subject Trustee held pursuant to the rights of the Indenture Trustee in the Reserve Fund Propertythis Agreement. (b) In On each Distribution Date prior to the event that final Distribution Date, the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if Trustee shall withdraw from the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (Ai) the principal portion of all Realized Losses during the related Due Period and (ii) the amount on deposit in the Reserve Fund and (B) for such Distribution Date. On the amount by which the Note Distributable Amount exceeds the sum final Distribution Date, subject to earlier termination of the amounts in Reserve Fund pursuant to Section 4.05(f), the Note Distribution Account, to be deposited Trustee shall withdraw from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (Ai) the principal portion of all outstanding Unpaid Realized Loss Amounts and (ii) the amount remaining on deposit in the Reserve Fund. Any such amounts shall be added to Liquidation Proceeds (and to Principal Funds) for the related Group for such Distribution Date; provided, however, that in the event that the amount on deposit in the Reserve Fund and (B) is less than the amount by which the Certificate Distributable Amount exceeds the sum of the amounts principal portion of all Realized Losses during the related due period (or, in the Certificate case of the final Distribution AccountDate, the principal portion of all outstanding Unpaid Realized Loss Amounts), the amount withdrawn from the Reserve Fund shall be added to be deposited into the Certificate Distribution Account in immediately available funds Liquidation Proceeds of Group I and Group II pro rata according the principal portion of all Realized Losses (or, in the case of the final Distribution Date, the principal portion of all outstanding Unpaid Realized Loss Amounts) in each such Group. (c) The Trustee shall make withdrawals from the Reserve Fund only for the following purposes: (i) to make the withdrawal specified in paragraph (b) of this Section 4.05; (i) to withdraw amounts set forth deposited in the Servicer’s Certificate for such Payment DateReserve Fund in error; provided that such amount shall be applied first, and (iii) to clear and terminate the payment of interest due on the Certificates to the extent, if any, that the amount deposited Reserve Fund pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates4.05(g). (d) On each Payment Date (orThe Trustee shall invest, or cause to be invested, at the direction of the Depositor, funds held in the Reserve Fund, which funds, if invested, shall be invested in Permitted Investments. All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Permitted Investments will be made in the name of the Trustee (in its capacity as such) or its nominee; provided, however, that the Trustee shall not be liable for any investment loss on such investment. All income and gain realized from any such investment shall be paid to or on the order of the Depositor and shall be subject to its withdrawal on order from time to time. (e) For all federal income tax purposes, the Reserve Fund is not maintained shall be treated as beneficially owned by the Indenture Trustee, Depositor. (f) The Reserve Fund shall terminate upon the earlier to occur of: (i) The date on which the related Deposit Dateaggregate Unpaid Realized Loss Amounts have been reduced (when measured from the date hereof) by an amount equal to the amount of the Initial Reserve Fund Deposit; (ii) the Distribution Date on which the Reserve Fund balance is reduced to zero; (iii) the Optional Termination of the Trust pursuant to Section 5.04 hereof; or (iv) the final maturity date. (g) Upon termination of the Reserve Fund pursuant to Section 4.05(f), all interest and other income (net of losses and investment expenses) on funds any amounts remaining on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Depositor. (h) The Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess shall be an asset of the Specified Reserve Fund BalanceTrust Fund, but not of any REMIC created under the Noteholders will not have any rights in, or claims to, such amountsTrust Agreement."

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit shall be deposited into the Reserve Fund from the net proceeds of from the sale of the NotesCertificates. The Seller hereby grants to the Collateral Agent a security interest in and to the Reserve Fund shall be the and any and all property credited thereto from time to time, including but not limited to Eligible Investments, to secure payment of the Issuer subject Certificates according to the rights of the Indenture Trustee their terms. Amounts held from time to time in the Reserve Fund Propertywill continue to be held by the Collateral Agent for the benefit of Class A Certificateholders and the Class B Certificateholders but the Reserve Fund shall not be an asset of the Trust. By acceptance of their Certificates, Certificateholders shall be deemed to have appointed Bankers Trust Company as Collateral Agent. Bankers Trust Company hereby accepts such appointment as Collateral Agent. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note On each Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee Servicer shall instruct the Collateral Agent in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.103.9) shall cause to withdraw from the Reserve Fund on such Distribution Date, to the extent of funds available therein, the amounts specified below, in the order of priority specified below, and deposit such amounts in the Class A Distribution Account or the Class B Distribution Account, as specified below, on such Distribution Date: (i) an amount equal to the lesser excess, if any, of the Class A Interest Distribution for such Distribution Date over the sum of Interest Collections for such Distribution Date and the Class B Percentage of Principal Collections for such Distribution Date will be deposited into the Class A Distribution Account; (Aii) an amount equal to the excess, if any, of the Class B Interest Distribution for such Distribution Date over the portion of Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution for such Distribution Date will be deposited into the Class B Distribution Account; (iii) an amount equal to the excess, if any, of the Class A Principal Distribution for such Distribution Date over the portion of Principal Collections and Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution and the Class B Interest Distribution for such Distribution Date will be deposited into the Class A Distribution Account; and (iv) an amount equal to the excess, if any, of the Class B Principal Distribution for such Distribution Date over the portion of Principal Collections and Interest Collections for such Distribution Date remaining after the distribution of the Class A Interest Distribution, the Class B Interest Distribution and the Class A Principal Distribution for such Distribution Date will be deposited into the Class B Distribution Account. The Collateral Agent shall be entitled to conclusively rely on the Servicer’s instruction and the Servicer’s Certificate without investigation. (c) If the amount on deposit in the Reserve Fund on any Distribution Date (after giving effect to all other deposits thereto and (Bwithdrawals therefrom to be made on such Distribution Date) is greater than the Specified Reserve Balance for such Distribution Date, the Servicer shall instruct the Collateral Agent in writing to distribute the amount by of the excess to the Seller on such Distribution Date. On the date on which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution AccountTrust terminates, to be deposited from the Reserve Account into the Note Distribution Account in immediately available any funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit remaining in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, after all other distributions to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if made from the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expensespursuant to this Section 4.6 have been made) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid distributed to the Seller Seller. Amounts properly distributed to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any Servicer for distribution to the Seller of amounts in excess of pursuant to Section 4.1(b)(ii) or this Section 4.6(c) shall not be available under any circumstances to the Specified Reserve Fund BalanceTrust, the Noteholders will not have Trustee or the Certificateholders and the Seller shall in no event thereafter be required to refund any rights in, or claims to, such distributed amounts.

Reserve Fund. (a) On the Closing Date, the Seller will deposit Securities Administrator shall establish and maintain in its name, in trust for the benefit of the Holders of the Offered Certificates and the Class C Certificates, the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund Fund, and shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause deposit an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum Deposit therein upon receipt from or on behalf of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for Depositor of such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on amount. All funds on deposit in the Reserve Fund shall upon be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the written direction Securities Administrator pursuant to this Agreement; except funds deposited for distributions in accordance with Section 4.01(d)(iv) hereof. (b) On each Distribution Date, the Securities Administrator shall deposit into the C Reserve Fund all amounts received in respect of each Cap Contract for the Accrual Period. The Securities Administrator shall make withdrawals from the Reserve Fund to make distributions pursuant to this Section 4.11 and Section 4.01(d)(iv). (c) Funds in the Reserve Fund will be invested by the Securities Administrator in the Wxxxx Fargo Advantage Prime Investment Money Market Fund. All such investments shall be made in the name of the ServicerTrustee, for the benefit of the Holders of the Class C Certificates. Any net investment earnings on such amounts shall be retained therein until withdrawn as provided in this Section 4.11 and shall be taxable to the Holder of the Class C Certificates. Any losses incurred in the Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Reserve Fund (or such investments) immediately as realized, and amounts in respect of such losses shall be deposited by the Holder of the Class C Certificates out of its own funds immediately as realized. The Securities Administrator shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Reserve Fund and made in accordance with this Section 4.11. For federal income tax purposes, the Class C Certificates shall be the owner of the Reserve Fund, subject to the power of the Securities Administrator to transfer amounts under Section 4.01(d) and this Section 4.11. The Reserve Fund will not constitute an asset of any REMIC created hereunder but is intended to constitute an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). (d) On each Distribution Date, the Securities Administrator will deposit in the Cap Reserve Fund any amounts received in respect of the Cap Contracts On each Distribution Date, such amounts received in respect of the Cap Contracts will be distributed prior to application 4.01(d) above to the Certificates to the extent necessary and to the extent not previously distributed in the following order of priority: (1) from any amounts received in respect of the Class A-1 Cap Contract for the related Accrual Period: (A) to the Class A-1 Certificates, an amount up to the Basis Risk Shortfall Carry-Forward Amount for that Class; (B) to each Class of Class A Certificates (other than the Class A-1 Certificates), pro rata based on the Certificate Principal Balances thereof, to the extent needed to pay any Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, for each such Class, provided that any remaining amount received from the Class A-1 Cap Contract after the allocation to pay Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, based on the Certificate Principal Balances of those Certificates will be distributed to each such Class of Class A Certificates with respect to which there remains any unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of the unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable; (C) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, in an amount equal to any Net WAC Shortfall Carry-Forward Amount for that Class; and (D) any remaining amounts to the Class C Certificates (2) from any amounts received in respect of the Class A-2-A Cap Contract for the related Accrual Period: (A) to the Class A-2-A Certificates, an amount up to the Basis Risk Shortfall Carry-Forward Amount for that class; (B) to each Class of Class A Certificates (other than the Class A-2-A Certificates), pro rata based on the Certificate Principal Balances thereof, to the extent needed to pay any Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, for each such Class, provided that any remaining amount received from the Class A-2-A Cap Contract after the allocation to pay Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, based on the Certificate Principal Balances of those Certificates will be distributed to each such Class of Class A Certificates with respect to which there remains any unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of the unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable; (C) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, in an amount equal to any Net WAC Shortfall Carry-Forward Amount for that Class; and; (D) any remaining amounts to the Class C Certificates. (e) Following the distributions from amounts received under the Cap Contracts in Section 4.11(d) above, the Securities Administrator will deposit in the Reserve Fund the amounts specified in 4.01(d)(iv) above for payment of Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, to the Offered Certificates, in accordance with the priorities set forth in Section 4.01(d)(iv). Immediately following such deposit, the Securities Administrator shall, and has been directed by the Holder of the Class C Certificates to, distribute amounts then on deposit in the Reserve Fund to the Holders of the Offered Certificates in respect of any Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall Carry-Forward Amounts that remain unpaid in accordance with the priorities set forth in Section 4.01(d)(iv). Any amount paid to the Seller Holders of any Offered Certificates pursuant to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution preceding sentence in respect of Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall Carry-Forward Amounts from amounts otherwise distributable to the Seller of amounts in excess Holder of the Specified Reserve Fund Balance, Class C Certificates pursuant to Section 4.01(d)(iv) shall be treated as distributed to the Noteholders will Holder of the Class C Certificates and paid by such Holder to the Holders of such Offered Certificates. Any payments to the Holders of the Offered Certificates in respect of Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall Carry-Forward Amounts pursuant to the preceding sentences shall not have any rights in, or claims to, such amountsbe payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).

Reserve Fund. (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v4.06(c)(iv) and (viv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 3.103.1) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes.amount (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii4.06(c)(iv) and (viiiv) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s 's Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.