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Fund Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the amount on deposit in the Reserve Fund and the Reserve Fund Draw Amount, and transfer the amount withdrawn to the Collection Account on the Deposit Date.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 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; 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. (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 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 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) The Trustee shall establish and maintain a separate fund designated the “Reserve Fund.” On the Closing Date, the Depositor Date there shall deposit be deposited in the Reserve Fund Deposit into the amount specified in Section 3.02(a) hereof. The Authority may substitute a Credit Facility for all or part of the moneys on deposit in the Reserve Fund from by depositing such Credit Facility with the net proceeds Trustee so long as, at the time of such substitution, the amount on deposit in the Reserve Fund, together with the amount available under all Credit Facilities, shall be at least equal to the Reserve Requirement. Moneys for which a Credit Facility has been substituted as provided herein shall be transferred, at the election of the sale Authority, to the Redemption Fund or, upon receipt of an Opinion of Counsel that such transfer will not, in and of itself, adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes, to a special account to be held by the Trustee and applied to the payment of capital costs 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 IndentureCity. (b) If Amounts on deposit in the Reserve Fund is no longer which were not derived from payments under any Credit Facility credited 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 satisfy a portion of the Reserve Fund. (c) On each Distribution Requirement shall be used and withdrawn by the Trustee prior to using and withdrawing any amounts derived from payments under such Credit Facility. In order to accomplish such use and withdrawal of such amounts not derived from payments under any such Credit Facility, the Trustee shall, as and to the extent necessary, liquidate any investments purchased with such amounts. If, on any Interest Payment Date, the Indenture Trustee will deposit, or cause to be deposited, amount on deposit 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 Interest Fund is insufficient to pay the Required interest on the Bonds payable on such Interest Payment AmountDate, the amount, if any, by which Trustee shall transfer from the Reserve Fund Required Amount for that Distribution Date exceeds and deposit in the Interest Fund an amount sufficient to make up such deficiency. If the amount on deposit in the Reserve Fund is not sufficient to make such transfer, the Trustee shall make a claim under any available Credit Facility, in accordance with the provisions thereof, in order to obtain an amount sufficient to allow the Trustee to make such transfer as and when required. If, on that Distribution Dateany July 1, after giving effect the amount on deposit in the Principal Fund is insufficient to all pay the principal amount of the Bonds due on such July 1, either as a result of the maturity thereof or mandatory sinking fund redemption payments required withdrawals to be made with respect thereto, the Trustee shall transfer from the Reserve Fund and deposit in the Principal Fund an amount sufficient to make up such deficiency. If the amount on that Distribution Datedeposit in the Reserve Fund is not sufficient to make such transfer, the Trustee shall make a claim under any available Credit Facility, in accordance with the provisions thereof, in order to obtain an amount sufficient to allow the Trustee to make such transfer as and when required. Moneys, if any, on deposit in the Reserve Fund shall be withdrawn and applied by the Trustee for the final payment of principal of and interest on the Bonds. (c) In the event of any transfer from the Reserve Fund or the making of any claim under a Credit Facility, the Trustee shall, within five days thereafter, provide written notice to the Authority and the City of the amount and the date of such transfer or claim. (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 sum of the amount on deposit in the Reserve Fund and Fund, plus the amount available under all available Credit Facilities, is less than the Reserve Fund Draw AmountRequirement, the first of Base Rental Payments thereafter received from the City under the Lease Agreement and transfer not needed to pay the principal, if any, of and interest on the Bonds scheduled to be paid on the following Interest Payment Date shall be used to increase 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 to an amount which, when added to the amount available under all available Credit Facilities, shall constitute Available Collectionsequal the Reserve Requirement. (fe) If the Note Balance So long as no event of default hereunder shall have occurred 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 terminatedcontinuing, any remaining amount in the Reserve Fund Property in excess of the Reserve Requirement on June 10 and December 10 of each year shall be distributed to withdrawn from the CertificateholdersReserve Fund by the Trustee and such amount shall be deposited in the Base Rental Fund.

Reserve Fund. (a) On the Closing Date, the Depositor The Trustee initially shall deposit in the Reserve Fund Deposit into an amount equal to the Series Required Reserve on the Initial Bonds from [the proceeds of the Bonds/moneys provided by the Borrower]. Except as provided in subsection (d) of this Section, in connection with the issuance of any Additional Bonds, Required Reserve shall be recomputed for all Bonds then to be Outstanding, including the Additional Bonds then being issued, and any required increase in the amount on deposit in such Fund shall be funded at issuance for the Additional Bonds. The amount of any withdrawal for the purpose of subsection (b)(1) of this Section shall be restored by the Borrower in no more than [ ( )] substantially equal, consecutive, monthly installments, each payable on the last Business Day of the month, commencing with the month in which the withdrawal is made; provided that, if any withdrawal is made and if, prior to the restoration of the amount withdrawn, an additional withdrawal is made, such additional withdrawal shall be restored in equal monthly installments over the remainder of the restoration period for the initial withdrawal. In addition, if the fair market value of the investments in the Reserve Fund from is less than the net proceeds of the sale of the Class A Notes. The Required Reserve Fund Property has been conveyed by the Depositor to the Issuer pursuant to on any valuation date in accordance with Section 2.01(a). Pursuant to the Indenture5.03, the Issuer will pledge all difference between such Required Reserve and the value of its right, title and interest in, to and under the Reserve Fund and shall be restored by the Borrower in no more than [ ( )], consecutive, monthly installments, each payable on the last Business Day of the month, commencing with the month in which the valuation revealing the deficiency is made. Upon the making of any monthly deposit to restore a withdrawal or deficiency, the [Borrower/Issuer], at its cost, may direct the Trustee to recompute the value of the assets in the Reserve Fund Property Fund, in which event the remaining amount to be restored, if any, after taking the Indenture Trustee on behalf new valuation into account shall be deposited in equal monthly installments over the balance of the Noteholders to secure its obligations under the Notes and the Indenturerestoration period. (b) If Moneys on deposit in the Reserve Fund is no longer to shall be maintained at applied as follows: (1) On the Indenture Trusteedate of each required payment from the Debt Service Fund, 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 moneys in any case within ten Business Days) cause the Reserve Fund shall be applied to be moved to another Eligible Institution. The Servicer shall promptly notify the Rating Agencies and the Trustees in writing of cure any change deficiency in the account number or location Debt Service Fund with respect to payments of principal of and interest on the Bonds when due and payable; (2) Upon delivery of an Officer’s Certificate of the Reserve Fund. (c) On each Distribution DateBorrower delivered to the Trustee, the Indenture Trustee will deposit, or cause to be deposited, any amount in the Reserve Fund, from amounts collected Fund in excess of the Required Reserve on or any valuation date shall be (A) transferred to the Debt Service Fund and credited against the payments next becoming due (in direct order) under the Agreement in respect of the Receivables during the related Collection Period principal of and not used on that Distribution Date to pay the Required Payment Amount, the amountredemption premium, if any, or interest on the Initial Bonds or any Additional Bonds, or (B) applied as may be specified in an Officer’s Certificate of the Borrower if such Certificate is accompanied by which an opinion of Bond Counsel to the effect that such application will not cause interest on any Series of Bonds to be includable in gross income for federal income tax purposes; and (3) In each month during the 12-month period preceding the final maturity date of any Series of Bonds, moneys held in the Reserve Fund Required Amount shall be credited against the payments otherwise due under the Agreement in respect of principal of, redemption premium, if any, and interest on such Series of Bonds and shall be transferred to the Debt Service Fund for the payment of such principal, redemption premium and interest; provided, however, that Distribution Date exceeds no such credit shall be given and no such transfer shall be made if and to the extent that, immediately prior to such crediting and transfer, the amount on deposit in the Reserve Fund on is not at least equal to the Required Reserve, less the amounts previously transferred to the Fund during such 12-month period pursuant to this subparagraph (3). (c) Any deposit made in connection with the issuance of Additional Bonds hereunder may, if authorized under the supplemental indenture providing for the issuance of the Additional Bonds, be deposited into a separate, segregated account within the Reserve Fund, provided that Distribution Date, after giving effect to all required withdrawals from accounts within the Reserve Fund shall be held for the equal and proportionate benefit of all Bondholders and that the aggregate amount on that Distribution Datedeposit in all such accounts shall meet the requirements of this Section. Any supplemental indenture providing for the establishment of such separate accounts may contain such further provisions as may be necessary or appropriate for the proper administration of such accounts, including provisions establishing priorities for the application of amounts on deposit in the various accounts (including investment income) for the purposes set forth in this Section. (d) On each Determination DateThe Borrower shall be permitted to substitute a letter of credit, the Servicer will determine the Reserve Fund Draw Amountsurety bond or other credit enhancement (each, if any, a “credit facility”) 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 funds on deposit in the Reserve Fund, provided that: (1) the credit facility (including any replacement credit facility) is issued by a bank, trust company, national banking association or insurance company whose unsecured long term debt obligations (in the case of a bank, trust company or national banking association) or whose claims paying abilities (in the case of an amount insurance company) are rated by a Rating Service, at the time the credit facility is issued and at the time of each extension or renewal thereof, in a rating category at least equal to the lesser rating category assigned by such Rating Service to the Bonds [at the Closing Date/at the time of substitution], determined without regard to credit enhancement, if applicable, but in no event lower than an “investment grade” rating category, or the Rating Service otherwise provides evidence to the Trustee that the credit facility shall not result in a decrease or withdrawal of the amount rating on the Bonds; (2) the issuer of the credit facility does not receive as security for any reimbursement obligation in respect of the credit facility any lien, security interest or other similar right or interest in any property within the Trust Estate which is superior to the rights of the Trustee in respect of such property; (3) the credit facility (including any replacement credit facility, if provided by a different issuer) has an initial term of not less than three (3) years and any extension, renewal or replacement (if provided by the same issuer) thereof has a term of not less than one year; (4) the Trustee is authorized and has the duty and right to draw on the credit facility to satisfy the purposes for which the Reserve Fund was established; and (5) The Trustee shall receive an opinion of Counsel to the effect that all of the requirements set forth above have been satisfied and an opinion of Bond Counsel to the effect that the substitution of the credit facility will not, in and of itself, adversely affect the tax exempt status of the Bonds. Upon such substitution, funds on deposit in the Reserve Fund and which, when added to the face amount of the credit facility, exceed the Series Required Reserve on all Outstanding Bonds shall be applied as provided in subsection (b)(2) above. Thereafter, the credit facility shall be considered a part of the Reserve Fund Draw Amountand the amount available thereunder shall be included in any calculation of the amount required to be retained in the Reserve Fund; provided that, (A) if the sum of the amount available under the credit facility and the amount of moneys on deposit in the Reserve Fund exceeds the amount required to be on deposit pursuant to subsection (a) of this Section, the Borrower shall be permitted to (i) cause the amount available under the credit facility to be reduced by an amount equal to such excess, or (ii) direct that the excess moneys be applied as permitted under subsection (b)(2) of this Section, and transfer (B) if the amount withdrawn credit facility is not extended, renewed or replaced at least [six (6) months] prior to its scheduled expiration or termination date, the Collection Account Trustee shall, not later than days prior to such date, draw on the Deposit Datecredit facility for the full amount thereof. (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 there are cash 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 Eligible Investments on deposit in the Reserve Fund shall constitute Available Collectionsin addition to a credit facility, such cash and Eligible Investments will be drawn on prior to any draws on such credit facility. (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 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) 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) 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 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) The Trustee shall establish and maintain a separate fund designated the “Reserve Fund.” On the Closing Date, the Depositor Date there shall deposit be deposited in the Reserve Fund Deposit into the amount specified in Section 3.02(d) hereof. The Authority may substitute a Credit Facility for all or part of the moneys on deposit in the Reserve Fund from by depositing such Credit Facility with the net proceeds Trustee so long as, at the time of such substitution, the amount on deposit in the Reserve Fund, together with the amount available under all Credit Facilities, shall be at least equal to the Reserve Requirement. Moneys for which a Credit Facility has been substituted as provided herein shall be transferred, at the election of the sale Authority, to the Redemption Fund or, upon receipt of an Opinion of Counsel that such transfer will not, in and of itself, adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes, to a special account to be held by the Trustee and applied to the payment of capital costs 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 IndentureCity. (b) If Amounts on deposit in the Reserve Fund is no longer which were not derived from payments under any Credit Facility credited 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 satisfy a portion of the Reserve Fund. (c) On each Distribution Requirement shall be used and withdrawn by the Trustee prior to using and withdrawing any amounts derived from payments under such Credit Facility. In order to accomplish such use and withdrawal of such amounts not derived from payments under any such Credit Facility, the Trustee shall, as and to the extent necessary, liquidate any investments purchased with such amounts. If, on any Interest Payment Date, the Indenture Trustee will deposit, or cause to be deposited, amount on deposit 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 Interest Fund is insufficient to pay the Required interest on the Bonds payable on such Interest Payment AmountDate, the amount, if any, by which Trustee shall transfer from the Reserve Fund Required Amount for that Distribution Date exceeds and deposit in the Interest Fund an amount sufficient to make up such deficiency. If the amount on deposit in the Reserve Fund is not sufficient to make such transfer, the Trustee shall make a claim under any available Credit Facility, in accordance with the provisions thereof, in order to obtain an amount sufficient to allow the Trustee to make such transfer as and when required. If, on that Distribution Dateany July 1, after giving effect the amount on deposit in the Principal Fund is insufficient to all pay the principal amount of the Bonds due on such July 1, either as a result of the maturity thereof or mandatory sinking fund redemption payments required withdrawals to be made with respect thereto, the Trustee shall transfer from the Reserve Fund and deposit in the Principal Fund an amount sufficient to make up such deficiency. If the amount on that Distribution Datedeposit in the Reserve Fund is not sufficient to make such transfer, the Trustee shall make a claim under any available Credit Facility, in accordance with the provisions thereof, in order to obtain an amount sufficient to allow the Trustee to make such transfer as and when required. Moneys, if any, on deposit in the Reserve Fund shall be withdrawn and applied by the Trustee for the final payment of principal of and interest on the Bonds. (c) In the event of any transfer from the Reserve Fund or the making of any claim under a Credit Facility, the Trustee shall, within five days thereafter, provide written notice to the Authority and the City of the amount and the date of such transfer or claim. (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 sum of the amount on deposit in the Reserve Fund and Fund, plus the amount available under all available Credit Facilities, is less than the Reserve Fund Draw AmountRequirement, the first of Base Rental Payments thereafter received from the City under the Lease Agreement and transfer not needed to pay the principal, if any, of and interest on the Bonds scheduled to be paid on the following Interest Payment Date shall be used to increase 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 to an amount which, when added to the amount available under all available Credit Facilities, shall constitute Available Collectionsequal the Reserve Requirement. (fe) If the Note Balance So long as no event of default hereunder shall have occurred 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 terminatedcontinuing, any remaining amount in the Reserve Fund Property in excess of the Reserve Requirement on June 10 and December 10 of each year, or any other date as so requested by the City, shall be distributed to withdrawn from the CertificateholdersReserve Fund by the Trustee and such amount shall be deposited in the Base Rental Fund.

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 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 Trustee shall establish and hold in trust hereunder a separate fund titled the Closing Date, the Depositor shall deposit “Reserve Fund.” All money in the Reserve Fund Deposit into shall be deposited with, used and withdrawn by the Trustee solely for the purpose of funding the Interest Account or the Principal Account, in that order, in the event of any deficiency in either of such accounts on a Principal Payment Date or Interest Payment Date, except that so long as the Authority is not in default hereunder, any cash amounts in the Reserve Fund in excess of the Reserve Fund Requirement shall be withdrawn from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed and deposited by the Depositor Trustee for deposit to the Issuer pursuant to Section 2.01(a)Revenue Fund on each Interest Payment Date, following the payment of any amounts due on such date. Pursuant to the Supplemental 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 accounts may 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 established in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the providing for separate reserves for separate Series of Bonds The Reserve Fund on that Distribution Date. (d) On each Determination DateRequirement shall only be calculated upon the issuance of a Series of Bonds or the retirement of a Series of Bonds. In the event of any damage to or destruction of any part of the Facilities covered by insurance, the Servicer will determine Authority, shall cause the Reserve Fund Draw Amount, if any, proceeds of such insurance to be utilized for the related Distribution Daterepair, reconstruction or replacement of the damaged or destroyed portion of the Facilities, and the Trustee shall hold said proceeds in a fund established by the Trustee for such purpose separate and apart from all other funds designated the “Insurance and Condemnation Fund”, to the end that such proceeds shall be applied to the repair, reconstruction or replacement of the Facilities to at least the same good order, repair and condition as it was in prior to the damage or destruction, insofar as the same may be accomplished by the use of said proceeds. If The County, as agent of the Reserve Fund Draw Amount for Authority, shall file a Certificate of the County with the Trustee that sufficient funds from insurance proceeds or from any Distribution Date is greater than zero, funds legally available to the Indenture Trustee will withdrawAuthority or the County, or cause from any combination thereof, are available in the event it elects to repair, reconstruct or replace the Facilities. The Trustee shall invest said proceeds in Permitted Investments pursuant to the Written Request of the County, as agent for the Authority under the Facility Lease, and withdrawals of said proceeds shall be withdrawnmade from time to time upon the filing with the Trustee of a Written Request of the County, from stating that the Reserve Fund, County has expended moneys or incurred liabilities in an amount equal to the lesser amount therein stated for the purpose of the amount on deposit repair, reconstruction or replacement of the Facilities, and specifying the items for which such moneys were expended, or such liabilities were incurred, in reasonable detail. Any balance of such proceeds not required for such repair, reconstruction or replacement and the proceeds of use and occupancy insurance shall be treated by the Trustee as Base Rental Payments and applied in the Reserve Fund and manner provided by Section 5.01. Alternatively, the Reserve Fund Draw AmountAuthority with the written consent of the County, and transfer if the amount withdrawn to the Collection Account on the Deposit Date. proceeds of such insurance together with any other moneys then available for such purpose (e) If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal including allocable portions of the Reserve Fund Draw Amount for such Distribution Date and Fund) are sufficient to prepay all, in case of damage or destruction in whole of the distribution described Facilities, or that portion, in the preceding sentence) exceeds case of partial damage or destruction of the Reserve Fund Required Amount for such Distribution DateFacilities, of the Servicer Base Rental Payments and all other amounts relating to the damaged or destroyed portion of the Facilities, may elect not to repair, reconstruct or replace the damaged or destroyed portion of the Facilities and thereupon shall instruct the Indenture Trustee in writing to distribute or cause said proceeds to be distributed on used for the related Deposit Date, the amount redemption of such excess Outstanding Bonds pursuant to the Collection Account for payment applicable provisions of Section 4.02. The Authority shall not apply the proceeds of insurance as set forth in this Section 5.03 to redeem the Certificateholders on such Distribution Date. Any amount paid Bonds in part due to the Certificateholders will no longer constitute damage or destruction of a portion of the Trust Property Facilities unless the Base Rental Payments on the undamaged portion of the Facilities will be sufficient to pay the scheduled principal and interest on 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 CollectionsBonds remaining unpaid after such redemption. (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 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. (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.

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) The Trustee shall establish and maintain a special fund designated the “Reserve Fund.” On the Closing Date, the Depositor Trustee shall deposit in the Reserve Fund Deposit into the Reserve Policy. There shall additionally be deposited in the Reserve Fund from the net proceeds of the sale of the Class A Notes. The Reserve Fund Property has been conveyed any amounts paid by the Depositor to the Issuer Insurer 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 a claim on the Reserve Fund Policy and any amounts paid by the issuer of any Additional Reserve Fund Property Policy pursuant to the Indenture Trustee a claim on behalf of the Noteholders to secure its obligations under the Notes and the Indenturesuch Additional Reserve Policy. (b) If The Authority and the City may, with the prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing), substitute an Additional Reserve Policy for all or part of the moneys on deposit in the Reserve Fund is no longer to be maintained by depositing such Additional Reserve Policy with the Trustee, provided that, at the Indenture Trusteetime of such substitution, the Servicer amount on deposit in the Reserve Fund, together with the amount available under all Reserve Facilities, shall be at least equal to the Reserve Requirement. Moneys for which an Additional Reserve Policy has been substituted as provided herein shall, with MBFS USA’s and at the Indenture Trustee’s prior approval (not election of the Authority be transferred to be unreasonably withheld) and assistance as necessary, promptly (and in any case within ten Business Days) cause the Reserve Redemption Fund to be moved applied to another Eligible Institution. The Servicer shall promptly notify the Rating Agencies and the Trustees in writing optional redemption of any change in the account number or location of the Reserve FundBonds. (c) On each Distribution In the event that, on the date five Business Day prior to an Interest Payment Date (i) amounts in the Interest Account are insufficient to pay the interest on the Bonds due and payable on such Interest Payment Date, and/or (ii) amounts in the Principal Account are insufficient to pay the principal, if any, of the Bonds due and payable on such Interest Payment Date, the Indenture Trustee will depositshall withdraw from the Reserve Fund, or cause to the extent of any funds therein, the amount of such insufficiency, and shall transfer any amounts so withdrawn to the Interest Account and/or Principal Account. If, on such date, the amount on deposit in the Reserve Fund is not sufficient to make any such transfer, the Trustee shall make a claim under each available Reserve Facility, in accordance with the provisions thereof, in order to obtain an amount sufficient to allow the Trustee to make such transfer as and when required; provided, however, if and to the extent that, in addition to the Reserve Policy, an Additional Reserve Policy is credited to the Reserve Fund, drawings thereunder and under the Reserve Policy shall be made on a pro-rata basis (calculated by reference to the coverage then available thereunder). Amounts on deposit in the Reserve Fund which were not derived from payments under any Reserve Facility credited to the Reserve Fund to satisfy a portion of the Reserve Requirement shall be used and withdrawn by the Trustee prior to using and withdrawing any amounts derived from payments under such Reserve Facility. In order to accomplish such use and withdrawal of such amounts not derived from payments under any such Reserve Facility, the Trustee shall, as and to the extent necessary, liquidate any investments purchased with such amounts. The Trustee shall ascertain the necessity for a claim upon the Reserve Policy and, if a claim is required to be depositedmade thereon, provide notice to the Insurer in accordance with the Reserve Policy at least five Business Days prior to each Interest Payment Date. The phrase “coverage then available” means the coverage then available for disbursement pursuant to the terms of the applicable Reserve Facility without regard to the legal or financial ability or willingness of the issuer thereof to honor a claim or draw thereon or the failure of such issuer to honor any such claim or draw. (d) Repayment of draws on each Reserve Facility, payment to the issuer of such Reserve Facility of administrative expenses related to such draw and payment to the issuer of such Reserve Facility of interest due with respect to such draw and administrative expenses shall be made prior to replenishment of any cash amounts. Repayment to the issuers of Reserve Facilities of draws thereon, of payment of administrative expenses related to such draws and payment to such issuers of interest due with respect to such draws and administrative expenses shall be made on a pro-rata basis. (e) The following provisions of this subsection shall be applicable to the Reserve Policy: (i) if a draw has been made on the Reserve Policy, the Trustee shall, from the deposits to the Reserve Fund made pursuant to subsection (f) of this Section, repay the Reserve Insurer for such draw, pay the Reserve Insurer for any Insurer Expenses related to such draw and pay the Reserve Insurer interest on such draw and Insurer Expenses from the date of payment by the Reserve Insurer at the Insurer Rate. Amounts so paid to the Reserve Insurer shall be applied, first, to such interest due, second, to such Insurer Expenses due and, third, to repayment of such draw. As and to the extent that payments are made to the Reserve Insurer in repayment of such draw, the coverage under the Reserve Policy shall be increased by a like amount, subject to the terms of the Reserve Policy; (ii) upon failure to pay any amounts owing to the Reserve Insurer in pursuant to paragraph (i), above, the Reserve Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under this Indenture other than remedies which would adversely affect Owners of the Bonds; (iii) this Indenture shall not be discharged until all amounts owing to the Reserve Insurer pursuant to paragraph (i), above, shall have been paid in full. The obligation to pay such amounts shall expressly survive payment in full of the Bonds; and (iv) the Reserve Policy shall expire on the earlier of the date the Bonds are no longer Outstanding and the final maturity date of the Bonds. (f) If the sum of the amount on deposit in the Reserve Fund, plus the amount available under any Reserve Facilities, is less than the Reserve Requirement, then the first of Base Rental Payments thereafter received from amounts collected on or in respect of the Receivables during City under the related Collection Period Lease Agreement and not used on that Distribution Date needed to pay the Required principal of or interest on the Bonds on the next Interest Payment AmountDate or Principal Payment Date shall be used, first, to reinstate the amountamounts available under the Reserve Facilities that have been drawn upon and, if anysecond, by which to increase the amount on deposit in the Reserve Fund, so that the amount available under the Reserve Facilities, when added to the amount on deposit in the Reserve Fund, shall equal the Reserve Requirement. (g) Whenever Bonds are to be optionally redeemed pursuant to Section 4.01 hereof, a proportionate share, determined as provided below, of the amount on deposit in the Reserve Fund Required Amount shall, on the date on which amounts to redeem such Bonds are deposited in the Redemption Fund or otherwise deposited with the Trustee pursuant to Section 10.02, be transferred by the Trustee from the Reserve Fund to the Redemption Fund or to such deposit held by the Trustee and shall be applied to the redemption of said Bonds; provided, however, that such amount shall be so transferred only if and to the extent that the amount remaining on deposit in the Reserve Fund will be at least equal to the Reserve Requirement (excluding from the calculation thereof said Bonds to be redeemed). Such proportionate share shall be equal to the largest integral multiple of the minimum Authorized Denomination for said Bonds that Distribution Date exceeds is not larger than the amount equal to the product of (i) the amount on deposit in the Reserve Fund on that Distribution Datethe date of such transfer, after giving effect times (ii) a fraction, the numerator of which is the principal amount of Bonds to all required withdrawals be so redeemed and the denominator of which is the principal amount of Bonds to be Outstanding on the day prior to the date on which such Bonds are to be so redeemed. Notwithstanding the foregoing, no claim on any Reserve Facility shall be made for the purpose of providing moneys to be applied pursuant to this subsection, and no moneys derived from a claim on any Reserve Facility shall be applied pursuant to this subsection. (h) Whenever the balance in the Reserve Fund on that Distribution Date. (d) On each Determination Dateexceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the Servicer will determine the Reserve Fund Draw Amountdate of payment or redemption and premium, if any, for due upon redemption, the related Distribution Date. If Trustee shall, upon receipt of a Written Request of the Authority, transfer the amount in the Reserve Fund Draw Amount to the Interest Account, Principal Account and/or Redemption Fund, as applicable, to be applied, on the next succeeding Interest Payment Date to the payment and redemption of all of the Outstanding Bonds. Notwithstanding the foregoing, no claim on any Reserve Facility shall be made for the purpose of providing moneys to be applied pursuant to this subsection, and no moneys derived from a claim on any Distribution Date is greater than zeroReserve Facility shall be applied pursuant to this subsection. (i) If, as a result of the scheduled payment of principal of or interest on the Bonds, the Indenture Reserve Requirement is reduced, the Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, shall transfer 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 reduction 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 CollectionsInterest Account. (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.