Common use of Reserve Fund Clause in Contracts

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture Trustee, the 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 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 Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the amount on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (e) If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date, the 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 payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, 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 Certificateholders.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the [Class A A] Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Securities Intermediary or the Indenture Trustee, the 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 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 Distribution Payment Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Payment Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Payment Date exceeds the amount on deposit in the Reserve Fund on that Distribution Payment Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Payment Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Payment Date. If the Reserve Fund Draw Amount for any Distribution Payment Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date[; provided, however, that amounts released from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer]. (e) If the Reserve Fund Amount for any Distribution Payment Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Payment Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Payment Date, the 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 payment to the Certificateholders Depositor on such Distribution Payment Date. Any amount paid to the Certificateholders Depositor will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Payment Date, their security interest in, to and under the Reserve Fund Property distributed to the CertificateholdersDepositor. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the NoteholdersNoteholders 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 CertificateholdersDepositor.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A offered Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Securities Intermediary or the Indenture Trustee, the 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 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 Distribution Payment Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Payment Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Payment Date exceeds the amount on deposit in the Reserve Fund on that Distribution Payment Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Payment Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Payment Date. If the Reserve Fund Draw Amount for any Distribution Payment Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (e) If the Reserve Fund Amount for any Distribution Payment Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Payment Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Payment Date, the 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 payment to the Certificateholders Depositor on such Distribution Payment Date. Any amount paid to the Certificateholders Depositor will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Payment Date, their security interest in, to and under the Reserve Fund Property distributed to the CertificateholdersDepositor. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the NoteholdersNoteholders 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 CertificateholdersDepositor.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Paying Agent or the Indenture Trustee, the 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 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 Distribution Payment Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Payment Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Payment Date exceeds the amount on deposit in the Reserve Fund on that Distribution Payment Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Payment Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Payment Date. If the Reserve Fund Draw Amount for any Distribution Payment Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date; provided, however, that amounts released from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer. (e) If the Reserve Fund Amount for any Distribution Payment Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Payment Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Payment Date, the 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 payment to the Certificateholders Depositor on such Distribution Payment Date. Any amount paid to the Certificateholders Depositor will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Payment Date, their security interest in, to and under the Reserve Fund Property distributed to the CertificateholdersDepositor. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the NoteholdersNoteholders 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 CertificateholdersDepositor.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Securities Intermediary or the Indenture Trustee, the 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 Eligible Institutioninstitution. 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 Distribution Payment Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Payment Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Payment Date exceeds the amount on deposit in the Reserve Fund on that Distribution Payment Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Payment Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Payment Date. If the Reserve Fund Draw Amount for any Distribution Payment Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date; provided, however, that amounts released from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer. (e) If the Reserve Fund Amount for any Distribution Payment Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Payment Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Payment Date, the 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 payment to the Certificateholders Depositor on such Distribution Payment Date. Any amount paid to the Certificateholders Depositor will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Payment Date, their security interest in, to and under the Reserve Fund Property distributed to the CertificateholdersDepositor. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the NoteholdersNoteholders 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 CertificateholdersDepositor.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Paying Agent or the Indenture Trustee, the 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 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 Distribution Payment Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Payment Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Payment Date exceeds the amount on deposit in the Reserve Fund on that Distribution Payment Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Payment Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Payment Date. If the Reserve Fund Draw Amount for any Distribution Payment Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (e) If the Reserve Fund Amount for any Distribution Payment Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Payment Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Payment Date, the 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 payment to the Certificateholders on such Distribution Payment Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Payment Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, 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 Certificateholders.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Securities Intermediary or the Indenture Trustee, the 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 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 Distribution Payment Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Payment Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Payment Date exceeds the amount on deposit in the Reserve Fund on that Distribution Payment Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Payment Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Payment Date. If the Reserve Fund Draw Amount for any Distribution Payment Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date; provided, however, that amounts released from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer. (e) If the Reserve Fund Amount for any Distribution Payment Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Payment Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Payment Date, the 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 payment to the Certificateholders Depositor on such Distribution Payment Date. Any amount paid to the Certificateholders Depositor will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Payment Date, their security interest in, to and under the Reserve Fund Property distributed to the CertificateholdersDepositor. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the NoteholdersNoteholders 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 CertificateholdersDepositor.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. On each Subsequent Transfer Date the Depositor shall deposit the Reserve Fund Subsequent Deposit into the Reserve Fund from amounts on deposit in the Pre-Funding Account. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders Securityholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture TrusteeWachovia Bank, the Master Servicer shall, with MBFS USA’s Wachovia Bank's and the Indenture Trustee’s prior 's approval (not to be unreasonably withheld) and assistance as necessary, promptly (and in any case within ten Business Dayscalendar days) cause the Reserve Fund to be moved to another 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 Reserve Fund. (c) On each Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the amount on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Date. (d) On each Determination Date, the Master Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fundthat amount, an amount equal up to the lesser of the amount on deposit in the Reserve Fund and Fund, from the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (e) The Reserve Fund Draw Amount will constitute a portion of Available Funds to make the payments described in Section 2.08(a)(i) - (x) or 2.08(f) of the Indenture. In addition, 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 distribution of Available Funds on such Distribution Date), the Master Servicer shall instruct the Indenture Trustee in writing to deposit (or cause to be deposited) from amounts on deposit in the Reserve Fund to the Collection Account for subsequent deposit to the Note Payment Account for payment to the Noteholders of that Class of Notes, an amount equal to the lesser of (i) the amount on deposit in the Reserve Fund and (ii) the outstanding principal amount of that Class of Notes. (f) If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date, the 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. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (fg) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to the Noteholders, Noteholders or the Trustees and the Servicer Certificateholders have been paid in full and the Issuer has been terminated, any remaining Reserve Fund Property shall be distributed to the Certificateholders.

Reserve Fund. (a) On There is established hereunder a Fund, held by the Closing Date, Indenture Trustee and designated the Depositor shall deposit "Reserve Fund". The moneys in the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notesshall be invested in Eligible Investments as provided in Section 5.7 hereof. The Reserve Fund Property has been conveyed by the Depositor Any income or earnings on such moneys shall be credited to the Issuer pursuant to Section 2.01(a)Collection Account in the Collection Fund. Pursuant to To the Indentureextent necessary or appropriate, the Issuer will pledge all of its right, title and interest in, to and under the Indenture Trustee may establish Accounts within the Reserve Fund and subaccounts within such Accounts established under this Section. At any time the Reserve Fund Property to the Indenture Trustee on behalf balance of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at below its Specified Reserve Fund Balance, the Indenture Trustee, the 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 Trustee shall restore the Reserve Fund to be moved to another Eligible Institution. The Servicer shall promptly notify its Specified Reserve Fund Balance by transfers on the Rating Agencies and next Monthly Distribution Date from the Trustees in writing of any change following Accounts in the account number or location following order of priority: FIRST, from the Collection Account after making all prior distributions on such Monthly Distribution Date therefrom pursuant to Section 5.5.1 hereof and Article IV of the Terms Supplement; and SECOND, from the Excess Surplus Account. If the full amount required to restore the Reserve Fund. (c) On each Fund to its Specified Reserve Fund Balance is not available in the Collection Account or Excess Surplus Account on the next succeeding Monthly Distribution Date, the Indenture Trustee will deposit, or cause shall continue to be deposited, transfer funds in such order of priority from the Reserve Fund, Collection Account as they become available and in accordance with the instructions for transfers from amounts collected on or in respect such Account pursuant to Section 5.5.1 hereof and Article IV of the Receivables during Terms Supplement and from the related Collection Period and not used on that Distribution Date to pay Excess Surplus Account until the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the amount on deposit deficiency in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals has been eliminated. If the Indenture Trustee transferred amounts from the Reserve Fund to cover a Realized Loss on that Distribution Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zeroa Financed Student Loan, the Indenture Trustee will withdraw, shall deposit any subsequent payments of principal received on or cause with respect to be withdrawn, from such Financed Student Loan into the Reserve Fund. On each Monthly Distribution Date, an amount equal to the lesser of the amount on deposit Indenture Trustee shall transfer any excess in the Reserve Fund and over the Specified Reserve Fund Draw Amount, and transfer the amount withdrawn Balance to the Collection Account on Account. After the Deposit Date. (e) If the Reserve Fund Amount for transfer of any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date, the 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 payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby releasebalance, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If be used solely for the Note Balance and all other amounts owing or to be distributed hereunder or under following purposes in the Indenture to the Noteholders, 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 Certificateholders.following order of priority:

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture Trustee, the 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 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 Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the amount on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (e) If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date, the 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 payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, 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 Certificateholders.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the [Class A A] Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture Trustee, the 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 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 Distribution Payment Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Payment Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Payment Date exceeds the amount on deposit in the Reserve Fund on that Distribution Payment Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Payment Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Payment Date. If the Reserve Fund Draw Amount for any Distribution Payment Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (e) If the Reserve Fund Amount for any Distribution Payment Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Payment Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Payment Date, the 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 payment to the Certificateholders on such Distribution Payment Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Payment Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, 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 Certificateholders.

Reserve Fund. (a) On The Collateral Agent shall establish and maintain, in the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds name of the sale Collateral Agent, for the benefit of the Class A NotesSecured Parties, with an Eligible Institution, a segregated, non-interest bearing trust account (the “Reserve Fund”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties. The Reserve Fund Property has been conveyed shall at all times be an Eligible Account. The Reserve Fund shall initially be established with the Collateral Agent. An initial deposit shall be made in the Reserve Fund by the Depositor to Issuer in the Issuer pursuant to Section 2.01(a)amount of the Required Reserve Fund Amount not later than the Initial Closing Date. Pursuant to the Indenture, the Issuer will pledge The Collateral Agent shall possess all of its right, title and interest in, in all funds on deposit from time to and under time in the Reserve Fund and in all proceeds thereof. The Reserve Fund shall be under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties. If, at any time, the institution holding the Reserve Fund Property ceases to be an Eligible Institution, the Indenture Trustee on behalf Collateral Agent shall within five Business Days establish a new Reserve Fund meeting the conditions specified above with an Eligible Institution and shall transfer or cause to be transferred any cash and/or any investments to such new Reserve Fund. The Collateral Agent, at the direction of the Noteholders Issuer, shall make deposits to secure its obligations under and withdrawals from the Notes Reserve Fund in the amounts and at the Indenturetimes set forth in this Security Agreement. All withdrawals from the Reserve Fund shall be made as set forth below. (b) If Prior to the occurrence and continuation of an Event of Default, funds on deposit in the Reserve Fund is no longer to shall be maintained invested at the Indenture Trustee, direction of the Servicer shall, with MBFS USA’s and by the Indenture Trustee’s prior approval (not to be unreasonably withheld) and assistance as necessary, promptly (and Collateral Agent in any case within ten Business Days) cause Eligible Investments. Funds on deposit in the Reserve Fund on any Payment Date, after giving effect 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 withdrawals from the Reserve Fund. Fund on such Payment Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Payment Date; provided, however, the Issuer shall instruct the Collateral Agent to allow for Eligible Investments to mature on a daily basis sufficient to fund anticipated withdrawals from the Reserve Fund under subsection (c) On each Distribution Datebelow in respect of Interim Payment Date losses on the sale of Defaulted Loans and Delinquent Loans. No Eligible Investment shall be disposed of prior to its maturity. The proceeds of any such investments shall be invested in such investments that will be payable on demand or mature so that such funds will be available for withdrawal on or prior to the Payment Date immediately following the date of such investment. If any Event of Default shall have occurred and be continuing, monies held in the Indenture Trustee will deposit, Reserve Fund shall be invested in the Default Investment. The Collateral Agent shall maintain or cause to be deposited, in maintained by another Eligible Institution for the Reserve Fund, from amounts collected on or in respect benefit of the Receivables during Secured Parties possession or control of the related Collection Period and not used on that Distribution Date to pay the Required Payment Amount, the amountnegotiable instruments or securities, if any, by which evidencing such Eligible Investments. On each Payment Date, all interest and earnings (net of losses and investment expenses) on funds on deposit in the Reserve Fund Required Amount for that Distribution Date exceeds shall be deposited into the Reserve Fund until the amount on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from equals the Required Reserve Fund on that Distribution Date. (d) Amount. On each Determination Program Utilization Effective Date, the Servicer will determine Collateral Agent, in accordance with the Reserve Fund Draw Amountwritten direction of the Servicer, if any, for shall pay to the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, Company from amounts on deposit in the Reserve Fund, an amount equal to the lesser of the amount on deposit referred to in the Reserve Fund and the Reserve Fund Draw AmountSection 6.05(g)(ii)(x). On each Payment Date, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (e) If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of withdrawals from the Reserve Fund Draw Amount for Collateral Account pursuant to Section 6.03(b) hereof (and, if such Distribution Date and date is also a Program Utilization Effective Date, after giving effect to the distribution described payment referred to in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date), the Servicer Collateral Agent 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 payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on pay any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount by depositing the same into the Collateral Account for payment to the Swap Counterparties in accordance with the priority of payments set forth in Section 2.01(b) or Section 6.03(b), as the case may be. (c) The Collateral Agent, acting in accordance with the written directions of the Servicer, shall constitute on each Interim Payment Date withdraw from the Reserve Fund an amount equal to the lesser of (x) the amount (each, a “Required Draw Amount”) by which the aggregate cash proceeds of sales of Delinquent Loans and Defaulted Loans on such Interim Payment Date (plus or minus the amount of any payments due under the Interest Rate Swaps on such Interim Payment Date) are less than the aggregate Outstanding Purchase Price of such Mortgage Loans, and (y) the Available CollectionsAmount (exclusive of unmatured Eligible Investments) in the Reserve Fund, and deposit such amounts into the Collateral Account; provided, that such amounts may not be used to pay Reimbursable Expenses except under “Seventh” in Section 2.01(b). (d) On each Payment Date, the Servicer, in accordance with the instructions set forth in the Servicer Report delivered to the Collateral Agent, shall calculate (i) the amount (each, a “Required Draw Amount”) equal to shortfalls in amounts received by the Issuer under the Interest Rate Swaps in respect of Delinquent Loans and Defaulted Loans for which no Monthly Advances were paid by the Servicer during such month, and (ii) the Available Amount in the Reserve Fund available to pay such amounts as specified below in this Section 6.05(d). In the event that for any Payment Date the Required Draw Amount is greater than zero, the Issuer shall give written notice to the Collateral Agent of such positive Required Draw Amount on the related Payment Date. On the Payment Date, the Required Draw Amount, if any, up to the Available Amount in the Reserve Fund, shall be withdrawn by the Collateral Agent from the Reserve Fund, deposited into the Collateral Account, and applied to pay shortfalls in amounts payable under Section 6.03(b)(ii), (v) and (vi); provided, that the Required Draw Amount shall not be used to pay Reimbursable Expenses. In addition, on each Payment Date, the Collateral Agent, in accordance with the instructions set forth in the Servicer Report, shall withdraw from the Reserve Fund any amounts payable under Section 6.03(b)(ix) hereof. (e) If any Event of Default shall have occurred and be continuing, at the direction of the Collateral Agent on behalf of the Secured Parties, any amounts remaining in the Reserve Fund shall be applied to the payment of the Obligations in the order of priority set forth in Section 2.01 hereof. (f) If Upon the Note Balance and payment in full of all other amounts owing or to be distributed hereunder or under the Indenture to the Secured Liquidity Noteholders, the Trustees Extended Noteholders, the Subordinated Noteholders and each Swap Counterparty, the Collateral Agent, acting in accordance with the instructions of the Servicer, shall withdraw from the Reserve Fund and pay to the Issuer all amounts, if any, held in the Reserve Fund, and the Reserve Fund shall be deemed to have terminated for all purposes of this Security Agreement. (g) On any day, the Issuer may elect a Program Utilization Amount, which Program Utilization Amount, subject to compliance with the following conditions (the “Program Utilization Conditions”), shall become effective as of the Program Utilization Effective Date: (i) Other than with respect to the Initial Closing Date, the Issuer shall give one (1) Business Days’ prior written notice to the Collateral Agent, the Depositary, the SLN Placement Agents and the Swap Counterparties setting forth (x) the Program Utilization Amount it proposes to select (for purposes of this subsection (g), the “Selected Tier”), and the proposed Program Utilization Effective Date, (y) the amounts that would be payable pursuant to (ii) below if such Selected Tier were given effect to, and (z) the amount of the decrease, if any, in the Credits Outstanding pursuant to (iii) below; (ii) (x) If the Selected Tier is less than the Program Utilization Amount then in effect, pursuant to Section 6.05(b) above, the Collateral Agent shall remit to the Company the amount by which (1) the sum of the Available Amount in the Reserve Fund plus any Unreimbursed Required Draw Amounts, exceeds (2) the Required Reserve Fund Amount for the Selected Tier, or (y), if the Selected Tier is greater than the Program Utilization Amount then in effect, the Issuer shall deposit into the Reserve Fund, from the proceeds of the Commitment Fee, an amount equal to the amount by which (1) the Required Reserve Fund Amount for the Selected Tier exceeds (2) the sum of the Available Amount in the Reserve Fund plus any Unreimbursed Required Draw Amounts; (iii) If both (x) the Selected Tier is less than the Program Utilization Amount then in effect, and (y) the aggregate Credits Outstanding as of the proposed Program Utilization Effective Date would be greater than the Senior Notes Utilization Amount permitted for such Selected Tier, then the Issuer shall direct the Servicer to arrange for the sale of Mortgage Loans with an aggregate Outstanding Purchase Price equal the amount by which the Credits Outstanding as of the proposed Program Utilization Effective Date would exceed the Senior Notes Utilization Amount permitted for such Selected Tier, such sales to close in time to ensure that the aggregate proceeds of sale, together with the amounts (if any) payable by the Swap Counterparties pursuant to the Interest Rate Swap, shall have been paid in full deposited into the Collateral Account (as provided for herein) no later than the proposed Program Utilization Effective Date; and (iv) The Issuer shall give written notice to the Collateral Agent, the Depositary, the SLN Placement Agents and the Issuer has been terminatedSwap Counterparties of the satisfaction of the conditions set forth in (i) through (iii) above, any remaining Reserve Fund Property shall be distributed to and the Certificateholdersoccurrence of the Program Utilization Effective Date.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders Securityholders and the Swap Counterparty to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture TrusteeWachovia Bank, the Master Servicer shall, with MBFS USAWachovia Bank’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 Dayscalendar days) cause the Reserve Fund to be moved to another an Eligible Institution. The Master Servicer shall promptly notify the Rating Agencies Agencies, the Swap Counterparty and the Trustees in writing of any change in the account number or location of the Reserve Fund. (c) On each Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the amount on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Date. (d) On each Determination Date, the Master Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (e) The Reserve Fund Draw Amount will constitute a portion of Available Funds to make the payments described in Section 2.08(a)(i) – (xiii) or 2.08(f) of the Indenture. In addition, 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 distribution of Available Funds on such Distribution Date), the Master Servicer shall instruct the Indenture Trustee in writing to deposit (or cause to be deposited) from amounts on deposit in the Reserve Fund to the Collection Account for subsequent deposit to the Note Payment Account for payment to the Noteholders of that Class of Notes, an amount equal to the lesser of (i) the amount on deposit in the Reserve Fund and (ii) the outstanding principal amount of that Class of Notes. (f) If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date, the 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 (i) the Swap Counterparty in payment of any Subordinated Swap Termination Payments not previously paid and thereafter (ii) the Collection Account for further deposit to the Certificate Payment Account for payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (fg) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustees Trustees, the Master Servicer and the Servicer Swap Counterparty have been paid in full and the Issuer has been terminated, any remaining Reserve Fund Property shall be distributed to the Certificateholders.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the [Class A A] Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Paying Agent or the Indenture Trustee, the 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 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 Distribution Payment Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Payment Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Payment Date exceeds the amount on deposit in the Reserve Fund on that Distribution Payment Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Payment Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Payment Date. If the Reserve Fund Draw Amount for any Distribution Payment Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date; provided, however, that amounts released from the Reserve Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation RR, as determined solely by the Servicer. (e) If the Reserve Fund Amount for any Distribution Payment Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Payment Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Payment Date, the 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 payment to the Certificateholders Depositor on such Distribution Payment Date. Any amount paid to the Certificateholders Depositor will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Payment Date, their security interest in, to and under the Reserve Fund Property distributed to the CertificateholdersDepositor. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the NoteholdersNoteholders 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 CertificateholdersDepositor.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture Trustee, the Servicer shall, with MBFS DCFS 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 Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the amount on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (e) If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date, the 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 payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustees and Trustees, the Servicer have been paid in full and the Issuer has been terminated, any remaining Reserve Fund Property shall be distributed to the Certificateholders.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture Trustee, the Servicer shall, with MBFS DCFS 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 Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the amount on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. Notwithstanding the foregoing, if the Class A-1 Event has occurred and Available Collections for the May 2011 Distribution Date is less than the May 2011 Class A-1 Note Distribution, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Reserve Fund and deposit in the Collection Account on May 10, 2011 a portion of the Reserve Fund Draw Amount for the May 2011 Distribution Date equal to the lesser of such Reserve Fund Draw Amount and the amount of such insufficiency as determined by the Servicer. (e) If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date, the 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 payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. For purposes of this Section, the May 2011 Distribution Date shall be May 16, 2011 regardless of whether the Class A-1 Event has occurred. (f) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, 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 Certificateholders.

Reserve Fund. (a) No later than the Closing Date, the Trustee will establish and maintain with itself a segregated trust account that is an Eligible Account, which shall be titled "Reserve Fund, The Bank of New York, as Trustee for the registered Holders of First Horizon Mortgage Pass-Through Certificates, Series 2004-4, Class I-A-5." Amounts on deposit in the Reserve Fund shall be held by the Trustee in trust for the benefit of the Holders of the Insured Retail Certificates, but such amounts shall not constitute part of the Trust Fund. On the Closing Date, Bear, Xxxxxxx & Co. Inc. shall deposit with the Depositor Trustee, and the Trustee shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A NotesFund. The Reserve Fund Property has been conveyed will be beneficially owned by Bear, Xxxxxxx & Co. Inc. and will not be an asset of the Depositor to the Issuer pursuant to Section 2.01(a)Trust Fund. Pursuant to the Indenture, the Issuer The Trustee will pledge all make withdrawals of its right, title and interest in, to and under amounts on deposit in the Reserve Fund and the (each, a "Reserve Fund Property Withdrawal"), to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture Trustee, the 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 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 Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, extent funds are available in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that each Distribution Date to pay cover any Net Interest Shortfalls (other than any interest shortfalls resulting from Relief Act Reductions) allocated to the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the Insured Retail Certificates. Any amount remaining on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, on which the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser Certificate Principal Balance of the amount on deposit in Insured Retail Certificates has been reduced to zero will be distributed to Bear, Xxxxxxx & Co. Inc. For federal income tax purposes, Bear, Xxxxxxx & Co. Inc. shall 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 Draw Amount, and transfer shall not be an asset of any REMIC created hereunder. The Reserve Fund shall be invested in Permitted Investments at the amount withdrawn to written direction of the Collection Account on the Deposit Date. (e) Master Servicer. If the Reserve Fund Amount Trustee does not receive such written investment instructions it shall retain such funds uninvested. The Trustee shall have no liability for any Distribution Date (after giving effect to investment losses in Permitted Investments in accordance with the withdrawal instructions of the Reserve Fund Draw Amount for such Distribution Date Master Servicer. All income and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date, the Servicer shall instruct the Indenture Trustee in writing to distribute or cause to be distributed on the related Deposit Date, the amount gain realized from investment of such excess to the Collection Account for payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit funds deposited in the Reserve Fund shall constitute Available Collections. (f) If be deposited in the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, 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 for the Certificateholders.sole use and exclusive benefit of the Reserve Fund. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders Securityholders and the Swap Counterparty to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture TrusteeWachovia Bank, the Master Servicer shall, with MBFS USAWachovia Bank’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 Dayscalendar days) cause the Reserve Fund to be moved to another Eligible Institution. The Master Servicer shall promptly notify the Rating Agencies Agencies, the Swap Counterparty and the Trustees in writing of any change in the account number or location of the Reserve Fund. (c) On each Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the amount on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Date. (d) On each Determination Date, the Master Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (e) The Reserve Fund Draw Amount will constitute a portion of Available Funds to make the payments described in Section 2.08(a)(i) – (vii) or 2.08(f) of the Indenture. In addition, 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 distribution of Available Funds on such Distribution Date), the Master Servicer shall instruct the Indenture Trustee in writing to deposit (or cause to be deposited) from amounts on deposit in the Reserve Fund to the Collection Account for subsequent deposit to the Note Payment Account for payment to the Noteholders of that Class of Notes, an amount equal to the lesser of (i) the amount on deposit in the Reserve Fund and (ii) the outstanding principal amount of that Class of Notes. (f) If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date, the 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 (i) the Swap Counterparty in payment of any Subordinated Swap Termination Payments not previously paid and thereafter (ii) the Collection Account for further deposit to the Certificate Payment Account for payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (fg) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustees Trustees, the Master Servicer and the Servicer Swap Counterparty have been paid in full and the Issuer has been terminated, any remaining Reserve Fund Property shall be distributed to the Certificateholders.

Reserve Fund. (a) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders Securityholders and the Swap Counterparty to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture TrusteeWachovia Bank, the Master Servicer shall, with MBFS USA’s Wachovia Bank's and the Indenture Trustee’s prior 's approval (not to be unreasonably withheld) and assistance as necessary, promptly (and in any case within ten Business Dayscalendar days) cause the Reserve Fund to be moved to another an Eligible Institution. The Master Servicer shall promptly notify the Rating Agencies Agencies, the Swap Counterparty and the Trustees in writing of any change in the account number or location of the Reserve Fund. (c) On each Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the amount on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Date. (d) On each Determination Date, the Master Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date. (e) The Reserve Fund Draw Amount will constitute a portion of Available Funds to make the payments described in Section 2.08(a)(i) - (xiii) or 2.08(f) of the Indenture. In addition, 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 distribution of Available Funds on such Distribution Date), the Master Servicer shall instruct the Indenture Trustee in writing to deposit (or cause to be deposited) from amounts on deposit in the Reserve Fund to the Collection Account for subsequent deposit to the Note Payment Account for payment to the Noteholders of that Class of Notes, an amount equal to the lesser of (i) the amount on deposit in the Reserve Fund and (ii) the outstanding principal amount of that Class of Notes. (f) If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date, the 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 (i) the Swap Counterparty in payment of any Subordinated Swap Termination Payments not previously paid and thereafter (ii) the Collection Account for further deposit to the Certificate Payment Account for payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available Collections. (fg) If the Note Balance and all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustees Trustees, the Master Servicer and the Servicer Swap Counterparty have been paid in full and the Issuer has been terminated, any 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 with itself a segregated trust account that is an Eligible Account, which shall be titled “Reserve Fund, The Bank of New York, as Trustee for the registered Holders of First Horizon Mortgage Pass-Through Certificates, Series 2003-7, Class I-A-4.” Amounts on deposit in the Reserve Fund shall be held by the Trustee in trust for the benefit of the Holders of the Insured Retail Certificates, but such amounts shall not constitute part of the Trust Fund. On the Closing Date, Xxxxxx Xxxxxxx & Co. Incorporated shall deposit with the Depositor Trustee, and the Trustee shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A NotesFund. The Reserve Fund Property has been conveyed will be beneficially owned by Xxxxxx Xxxxxxx & Co. Incorporated and will not be an asset of the Depositor to the Issuer pursuant to Section 2.01(a)Trust Fund. Pursuant to the Indenture, the Issuer The Trustee will pledge all make withdrawals of its right, title and interest in, to and under amounts on deposit in the Reserve Fund and the (each, a “Reserve Fund Property Withdrawal”), to the Indenture Trustee on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture Trustee, the 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 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 Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, extent funds are available in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that each Distribution Date to pay cover any Net Interest Shortfalls (other than any interest shortfalls resulting from Relief Act Reductions and Net Prepayment Interest Shortfalls) allocated to the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the Insured Retail Certificates. Any amount remaining on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, on which the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser Certificate Principal Balance of the amount on deposit in Insured Retail Certificates has been reduced to zero will be distributed to Xxxxxx Xxxxxxx & Co. Incorporated. For federal income tax purposes, Xxxxxx Xxxxxxx & Co. Incorporated shall 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 Draw Amount, and transfer shall not be an asset of the amount withdrawn to the Collection Account on the Deposit Date. (e) If the REMIC created hereunder. The Reserve Fund Amount for any Distribution Date (after giving effect to shall be invested in Permitted Investments at the withdrawal written direction of the Reserve Fund Draw Amount Master Servicer. The Trustee shall have no liability for such Distribution Date and investment losses in Permitted Investments in accordance with the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Date, the 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 payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion instructions of the Trust Property Master Servicer. All income and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, gain realized from investment income for each Collection Period (net of losses and expenses) on amounts on deposit funds deposited in the Reserve Fund shall constitute Available Collections. (f) If be deposited in the Note Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Class Certificate Balance and all other amounts owing or of the Insured Retail Certificates is reduced to zero will be distributed hereunder or under by the Indenture Trustee to Xxxxxx Xxxxxxx & Co. Incorporated. To the Noteholders, extent that the Trustees and the Servicer have been paid in full and the Issuer has been terminated, any remaining Reserve Fund Property constitutes a reserve fund for federal income tax purposes, (1) it shall be distributed to an outside reserve fund and not an asset of the Certificateholders.REMIC created hereunder, and (2) it shall be owned by Xxxxxx Xxxxxxx & Co. Incorporated, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. Table of Contents

Reserve Fund. (ai) On the Closing Date, the Depositor shall deposit the Reserve Fund Deposit into the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed by the Depositor With respect to the Issuer pursuant to Section 2.01(a). Pursuant to the 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 on behalf of the Noteholders to secure its obligations under the Notes and the Indenture. (b) If the Reserve Fund is no longer to be maintained at the Indenture Trustee, the 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 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 Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the amount on deposit in the Reserve Fund on that Distribution any Monthly Payment Date, after giving effect to all deposits thereto and withdrawals therefrom, the Administrator shall instruct the Indenture Trustee to deposit the required withdrawals from amount into the Reserve Fund on that Distribution Date. (d) On each Determination Date, the Servicer will determine the Reserve Fund Draw AmountFund, if any, for as specified in each Supplemental Indenture. (ii) On each Monthly Payment Date, to the related Distribution Date. If extent funds in the Revenue Fund are insufficient to make payment of the interest then due on the Notes, the amount of the deficiency shall be paid directly from the Reserve Fund, after any transfers from the Acquisition Fund. (iii) Funds in the Reserve Fund Draw Amount for any Distribution Date is greater than zeromay be used to pay principal on the Notes only on the date of their maturity. Funds in the Reserve Fund may also be used to fund Add-on Consolidation Loans in the Trust within one hundred and eighty (180) days after the date the Financed Student Loans were originated. (iv) At the direction of the Administrator, the Indenture Trustee will withdraw, or cause restore the Reserve Fund to be withdrawn, the level specified in the related prospectus supplement by transfers from the Reserve Fund, an amount equal Revenue Fund up to the lesser of maximum transfer amount specified in the related prospectus supplement. If the full amount required to restore the Reserve Fund to the required level is not available in the Revenue Fund on deposit the next note payment date, the Administrator shall require the Indenture Trustee to continue to transfer funds from the Revenue Fund as they become available until the deficiency in the Reserve Fund and has been eliminated up to the maximum transfer amount. (v) On any day that the amount in the Reserve Fund Draw Amount, and transfer exceeds the amount withdrawn to the Collection Account on the Deposit Date. (e) If the Reserve Fund Amount required level for any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Reserve Fund Required Amount for such Distribution Datereason, the Servicer Administrator shall instruct the Indenture Trustee in writing to distribute or cause to be distributed on transfer the related Deposit Date, the amount of such excess to the Collection Account for payment to the Certificateholders on such Distribution Date. Any amount paid to the Certificateholders will no longer constitute a portion of the Trust Property and the Indenture Trustee and the Issuer hereby release, on each Distribution Date, their security interest in, to and under the Reserve Fund Property distributed to the Certificateholders. Notwithstanding the foregoing, investment income for each Collection Period (net of losses and expenses) on amounts on deposit in the Reserve Fund shall constitute Available CollectionsRevenue Fund. (fvi) If Following the Note Balance payment in full of the aggregate outstanding principal amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture to the Noteholders, the Trustees Seller, the Servicer or the Administrator and the Servicer have been paid in full and termination of the Issuer has been terminatedTrust, any amount remaining on deposit in the Reserve Fund Property shall be distributed to the CertificateholdersDepositor. (vii) In the event that the Servicing Fee for any Monthly Payment Date exceeds the amount distributed to the Servicer, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Fund on each Monthly Payment Date an amount equal to such excess and to distribute such amount to the Servicer.