Common use of Reserve Fund Clause in Contracts

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter 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 shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one person.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Senior Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Senior Underwriter shall be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein to the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Senior Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Senior Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Senior Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and REMIC, (2) it shall be owned by the Senior Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personPerson and (3) for all federal tax purposes, any amounts transferred by any REMIC to the Reserve Fund will be treated as amounts distributed by any REMIC to the Senior Underwriter.

Reserve Fund. No later than (a) The Trustee shall establish and maintain the Reserve Fund into which the Trustee shall make such deposits, and from which the Trustee shall make such withdrawals, as herein specified. The Reserve Fund shall be maintained at the Corporate Trust Office as a segregated account clearly labeled as such. All funds deposited from time to time in the Reserve Fund pursuant to this Indenture shall be held by the Trustee as part of the Trust Estate on behalf of the Bondholders and the Trustee as provided herein. (b) On the Closing Date, the Trustee shall acquire from the proceeds of the sale of the Bonds, pursuant to an Issuer Order, an Eligible Investment (that is in the form of a U.S. Treasury security) in an amount such that it will establish return payments of principal and maintain interest so that the Interest Reserve FundAmount for the Interest Accrual Period commencing on September 20, 2000 is available from the proceeds of such Eligible Investment; provided such Issuer Order shall specify the U.S. Treasury security to be acquired; provided further, that the Issuer shall, from time to time, by Issuer Order, direct the Trustee as to which new Eligible Investment should be disposed of or newly acquired for this purpose. On Notwithstanding anything set forth in Section 3.04 to the Closing Date the Underwriter shall deposit with the Trusteecontrary, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit in the Reserve Fund (pursuant to Issuer Order) the proceeds from the earnings on any sale of Eligible Investments. On each Payment Date, any shortfall in the Interest Reserve Amount for the Interest Accrual Period commencing on such Payment Date shall be deposited from funds in the Collateral Proceeds Account, pursuant to Section 3.03(c) or from funds in the Interest Support Account, pursuant to Section 3.10. (c) On any Payment Date, if the amount in the Collateral Proceeds Account is not sufficient to pay interest due and unpaid on the Bonds, the Trustee shall withdraw (to the amount of available funds) from the Reserve Fund and deposit in the Collateral Proceeds Account an amount equal to the amount of such withdrawal for any Distribution shortfall; provided that, if after giving effect to all payments of interest of and principal on the Bonds on such Payment Date, the "Interest Reserve Fund Withdrawal"). For federal income tax purposesAmount equals or exceeds the Aggregate Current Principal Amount of Outstanding Bonds, then the Underwriter Trustee shall declare all the Bonds to be the owner of the Reserve Fund immediately due and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein payable by a notice in writing to the contraryIssuer and to all Bondholders pursuant to Section 3.02(b). (d) After September 20, 2000, so long as no Default or Event of Default shall have occurred and be continuing, all amounts in the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested and reinvested by the Trustee in Permitted one or more Eligible Investments at pursuant to an Issuer Order. Such investments are subject to the direction following restrictions: (i) except as permitted by clause (ii) below, no investment of any amount held in the UnderwriterReserve Fund may mature later than the Business Day immediately preceding the next Payment Date; and (ii) any investment (including repurchase agreements) in which State Street Bank and Trust Company, in either its commercial or trust capacity, is the obligor, may mature on a Payment Date if, under Section 3.03 such investment could otherwise mature on the Business Day immediately preceding such Payment Date. All income and gain realized or other gains from investment of funds deposited in the Reserve Fund shall be deposited by the Trustee in the Reserve Fund for the sole use immediately upon receipt, and exclusive benefit of any loss resulting from such investment shall be charged to the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by and the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personresponsible in any way for such loss on any investment made pursuant to this Indenture.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Underwriter shall Bear, Stearns & Co. Inc. ▇▇▇▇l deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any the Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any the Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplementthe Standard Terms), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter shall Bear, Stearns & Co. Inc. ▇▇▇▇▇ be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein to the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the written direction of the Underwriter. All income Bear, Stearns & Co. Inc. ▇▇▇ ▇ncome and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of Bear, Stearns & Co. Inc. ▇▇▇ ▇f its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the Bear, Stearns & Co. Inc. ▇▇ ▇▇e extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the UnderwriterBear, all Stearns & Co. Inc., ▇▇▇ within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one person.Person and for all federal tax purposes, any amounts transferred by any REMIC to the Reserve Fund will be treated as amounts distributed by any REMIC to Bear, Stearns & Co. Inc.

Reserve Fund. No later than the Closing Date, the (a) The Trustee will shall establish and maintain the Reserve FundFund until all required Base Rental Payments are paid in full pursuant to the Lease Agreement and until the first date upon which the Certificates are no longer Outstanding. On There shall be deposited in the Closing Reserve Fund on the Delivery Date the Underwriter Reserve Policy pursuant to Section 3.02 hereof. The moneys in the Reserve Fund and any Reserve Facility shall be held in trust by the Trustee and shall be used and disbursed only for the purposes and uses herein authorized. (b) The District may substitute a Reserve Facility for all or a part of the Reserve Facility then on deposit in the Reserve Fund by depositing such substitute Reserve Facility with the TrusteeTrustee so long as, and at the Trustee shall time of such substitution, the amount on deposit into in the Reserve Fund, cash in an together with the amount available under such Reserve Facility and any previously substituted Reserve Facilities, shall be at least equal to the Reserve Fund DepositRequirement; provided, however, that, prior to any such substitution, the Trustee shall have received the written consent of the Insurer (so long as the Insurer is not in default in its payment obligations under the Insurance Policy). The Master Servicer District shall direct not substitute any Reserve Facility in lieu of all or any portion of moneys on deposit in the Reserve Fund without the prior written consent of the Insurer (so long as the Insurer is not in default in its payment obligations under the Insurance Policy). Moneys for which a Reserve Facility has been substituted as provided herein shall be transferred, at the election of the District, to the Base Rental Payment Fund, or upon receipt of an Opinion of Counsel to the effect that such transfer, in and of itself, will not adversely affect the exclusion of interest evidenced by the Certificates 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 District, as directed in writing a Written Request of the District. Any amounts paid pursuant to any Reserve Facility shall be deposited in the Reserve Fund. (c) Amounts on each Distribution 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 any 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. If and to the extent that, more than one Reserve Facility is credited to the Reserve Fund to satisfy a portion of the Reserve Requirement, drawings thereunder, and repayment of expenses with respect thereto, shall be made on a pro-rata basis (calculated by reference to the policy limits available thereunder without regard to the legal or financial ability or willingness of any Reserve Facility provider to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw). If, on any Interest Payment Date, the amount on deposit in the Interest Fund is insufficient to pay the interest evidenced by the Certificates payable on such Interest Payment Date, the Trustee shall transfer from the Reserve Fund and deposit in the Interest Fund an amount sufficient to make up such deficiency. If a Reserve Facility is credited to the Reserve Fund to satisfy a portion of the Reserve Requirement, the Trustee shall make a claim for payment under such Reserve Facility, in accordance with the provisions thereof, in an amount which, together with other available moneys in the Reserve Fund, will be sufficient to make said deposit in the Interest Fund. If, on any Principal Payment Date or Mandatory Sinking Account Payment Date, the amount on deposit in the Principal Fund is insufficient to withdraw pay the principal evidenced by the Certificates payable on such Principal Payment Date or Mandatory Sinking Account Payment Date, the Trustee shall transfer from the Reserve Fund and deposit in the Principal Fund an amount sufficient to make up such deficiency. If a Reserve Facility is credited to the Reserve Fund to satisfy a portion of the Reserve Requirement, the Trustee shall make a claim for payment under such Reserve Facility, in accordance with the provisions thereof, in an amount which, together with other available moneys in the Reserve Fund, will be sufficient to make said deposit in the Principal Fund. Moneys, if any, on deposit in the Reserve Fund shall be withdrawn and applied by the Trustee for the final payment of principal and interest evidenced by the Certificates. (d) In the event of any transfer from the Reserve Fund or the making of any claim under any Reserve Facility, the Trustee shall, within five days thereafter, provide written notice to the District of the amount and the date of such transfer or claim. (e) To the extent that proceeds of a payment under the Reserve Policy are applied to the payment of interest or principal evidenced by a Certificate, the Reserve Insurer shall become the Owner of such portion of such Certificate and the right to receive payment of such interest or principal and shall be fully subrogated to all of the Owner’s rights thereunder to the extent of such payment, including the Owner’s rights to payment thereof. To evidence such subrogation (i) in the case of subrogation as to claims for interest, the Trustee shall note the Reserve Insurer’s rights as subrogee on the Registration Books, and (ii) in the case of subrogation as to claims for principal, the Trustee shall note the Reserve Insurer’s rights as subrogee on the Registration Books upon surrender of the Certificate evidencing such principal by the Owner thereof to the Trustee. (f) If, as a result of the District’s non-payment, when due, of all or a portion of a Base Rental Payment (other than a non-payment caused by an abatement of Rental Payments pursuant to Section 3.06 of the Lease Agreement), a claim has been made under the Reserve Policy and the Reserve Insurer has paid such claim, the first of Base Rental Payments, including the interest component thereof, calculated at the Insurer Rate as provided in Section 3.04 of the Lease Agreement, thereafter received from the District under the Lease Agreement and not needed to pay the principal or interest evidenced by the Certificates on the next Interest Payment Date, Principal Payment Date or Mandatory Sinking Account Payment Date shall be paid to the Reserve Insurer, as the Owner of the Certificates (or portions thereof) evidencing such delinquent Base Rental Payment, in repayment of such payment by the Reserve Insurer until such payment is paid in full. If as a result of the District’s non-payment of all or a portion of a Base Rental Payment (which non-payment is caused by an abatement of Rental Payments pursuant to Section 3.06 of the Lease Agreement), a claim has been made on the Reserve Policy and the Reserve Insurer has paid such claim, the Reserve Insurer, as the Owner of the Certificates (or portions thereof) evidencing such abated Base Rental Payment, shall be entitled to receive, during the extension of the term of the Lease Agreement provided for in Section 2.02 of the Lease Agreement, any amounts paid in respect of such abated and unpaid Base Rental Payment pursuant to subsection (b) of Section 3.01 and Section 3.04 of the Lease Agreement. Any such payment by the District pursuant to this Section shall be applied first to the interest component of such delinquent Base Rental Payment due the Reserve Insurer and second to the principal components of such delinquent Base Rental Payment due the Reserve Insurer. (g) If (i) the sum of the amount on deposit in the Reserve Fund, plus the amount available under all available Reserve Facilities, is less than the Reserve Fund Requirement, (ii) there are no amounts then due to the Reserve Insurer under the Reserve Policy, and (iii) there are no amounts then due to the provider of any other Reserve Facility under such Reserve Facility, the first of Base Rental Payments thereafter received from the District under the Lease Agreement and not needed to pay the principal or interest evidenced by the Certificates on the next Interest Payment Date, Principal Payment Date or Mandatory Sinking Account Payment Date shall be used, first, to reinstate the amounts available under the Reserve Facilities that have been drawn upon and, second, 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. (h) If, as a result of the payment of principal or interest evidenced by the Certificates or otherwise, the Reserve Requirement is reduced, amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay in excess of such reduced Reserve Requirement shall be transferred to the holders of Base Rental Payment Fund. (i) On any Insured date on which Certificates pursuant to are defeased in accordance with Section 4.02(a)10.02 hereof, the amount Trustee shall, if so directed in a Written Request of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to the District, transfer any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit moneys in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter shall be the owner in excess of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein Requirement resulting from such defeasance to the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested entity or fund so specified in Permitted Investments at the direction such Written Request of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall District, to be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any applied to such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one persondefeasance.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Senior Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Senior Underwriter shall be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein to the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Senior Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Senior Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Senior Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and REMIC, (2) it shall be owned by the Senior Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personPerson and (3) for all federal tax purposes, any amounts transferred by any REMIC to the Reserve Fund will be treated as amounts distributed by any REMIC to the Senior Underwriter.

Reserve Fund. No later than (a) On the Closing Date, the Trustee will Securities Administrator shall establish and maintain in its name, in trust for the Reserve Fund. On benefit of the Closing Date Holders of the Underwriter shall deposit with the Trustee, Offered Certificates and the Trustee shall deposit into Class C Certificates, the Reserve Fund, cash in and shall deposit an amount equal to the Reserve Fund DepositDeposit therein upon receipt from or on behalf of the Depositor of such amount. All funds on deposit in the Reserve Fund shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Securities Administrator pursuant to this Agreement; except funds deposited for distributions in accordance with Section 4.01(d)(iv) hereof. (b) On each Distribution Date, the Securities Administrator shall deposit into the C Reserve Fund all amounts received in respect of each Cap Contract for the Accrual Period. The Master Servicer Securities Administrator shall direct make withdrawals from the Trustee Reserve Fund to make distributions pursuant to this Section 4.11 and Section 4.01(d)(iv). (c) Funds in writing the Reserve Fund will be invested by the Securities Administrator in the W▇▇▇▇ Fargo Advantage Prime Investment Money Market Fund. All such investments shall be made in the name of the Trustee, for the benefit of the Holders of the Class C Certificates. Any net investment earnings on each Distribution Date such amounts shall be retained therein until withdrawn as provided in this Section 4.11 and shall be taxable to withdraw the Holder of the Class C Certificates. Any losses incurred in the Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Reserve Fund for deposit into the Certificate Account(or such investments) immediately as realized, and to pay to the holders amounts in respect of any Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset such losses shall be deposited by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter shall be the owner Holder of the Reserve Fund and shall report all items Class C Certificates out of income, deduction, gain or loss arising therefromits own funds immediately as realized. Notwithstanding anything herein to the contrary, the Reserve Fund The Securities Administrator shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund liable for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited investment or lack of investment of funds held in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursementand made in accordance with this Section 4.11. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for For federal income tax purposes, (1) it the Class C Certificates shall be an outside reserve fund the owner of the Reserve Fund, subject to the power of the Securities Administrator to transfer amounts under Section 4.01(d) and this Section 4.11. The Reserve Fund will not constitute an asset of any REMIC and (2) it shall be owned by the Underwriter, all created hereunder but is intended to constitute an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). (d) On each Distribution Date, the Securities Administrator will deposit in the Cap Reserve Fund any amounts received in respect of the Treasury Regulations. The Cap Contracts On each Distribution Date, such amounts received in respect of the Cap Contracts will be distributed prior to application 4.01(d) above to the Certificates to the extent necessary and to the extent not previously distributed in the following order of priority: (1) from any amounts received in respect of the Class A-1 Cap Contract for the related Accrual Period: (A) to the Class A-1 Certificates, an amount up to the Basis Risk Shortfall Carry-Forward Amount for that Class; (B) to each Class of Class A Certificates (other than the Class A-1 Certificates), pro rata based on the Certificate Principal Balances thereof, to the extent needed to pay any Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, for each such Class, provided that any remaining amount received from the Class A-1 Cap Contract after the allocation to pay Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, based on the Certificate Principal Balances of those Certificates will be distributed to each such Class of Class A Certificates with respect to which there remains any unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of the unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable; (C) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, in an amount equal to any Net WAC Shortfall Carry-Forward Amount for that Class; and (D) any remaining amounts to the Class C Certificates (2) from any amounts received in respect of the Class A-2-A Cap Contract for the related Accrual Period: (A) to the Class A-2-A Certificates, an amount up to the Basis Risk Shortfall Carry-Forward Amount for that class; (B) to each Class of Class A Certificates (other than the Class A-2-A Certificates), pro rata based on the Certificate Principal Balances thereof, to the extent needed to pay any Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, for each such Class, provided that any remaining amount received from the Class A-2-A Cap Contract after the allocation to pay Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, based on the Certificate Principal Balances of those Certificates will be distributed to each such Class of Class A Certificates with respect to which there remains any unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of the unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable; (C) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, in an amount equal to any Net WAC Shortfall Carry-Forward Amount for that Class; and; (D) any remaining amounts to the Class C Certificates. (e) Following the distributions from amounts received under the Cap Contracts in Section 4.11(d) above, the Securities Administrator will deposit in the Reserve Fund may the amounts specified in 4.01(d)(iv) above for payment of Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, to the Offered Certificates, in accordance with the priorities set forth in Section 4.01(d)(iv). Immediately following such deposit, the Securities Administrator shall, and has been directed by the Holder of the Class C Certificates to, distribute amounts then on deposit in the Reserve Fund to the Holders of the Offered Certificates in respect of any Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall Carry-Forward Amounts that remain unpaid in accordance with the priorities set forth in Section 4.01(d)(iv). Any amount paid to the Holders of any Offered Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall Carry-Forward Amounts from amounts otherwise distributable to the Holder of the Class C Certificates pursuant to Section 4.01(d)(iv) shall be treated as distributed to the Holder of the Class C Certificates and paid by such Holder to the Holders of such Offered Certificates. Any payments to the Holders of the Offered Certificates in respect of Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall Carry-Forward Amounts pursuant to the preceding sentences shall not be owned by more than one personpayments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Underwriter ▇▇▇▇▇▇▇, Sachs & Co. shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer Certificate Administrator shall direct the Trustee in writing on writing, prior to the close of business two Business Days prior to each Distribution Date Date, to withdraw amounts on deposit in the Reserve Fund for deposit into the Trust Certificate Account, and to pay to the holders of any the Insured Certificates pursuant to Section 4.02(a3.05(a)(i), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any the Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. 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 shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the written direction of the Underwriter. ▇▇▇▇▇▇▇, Sachs & Co. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. ▇▇▇▇▇▇▇, Sachs & Co.. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any the REMIC and (2) it shall be owned by the Underwriter▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one person.Person and for all federal tax purposes, any amounts transferred by the REMIC to the Reserve Fund will be treated as amounts distributed by the REMIC to ▇▇▇▇▇▇▇, Sachs & Co.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date Date, the Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any the Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any the Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplementthe Standard Terms), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter 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 shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the written direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personPerson and for all federal tax purposes, any amounts transferred by any REMIC to the Reserve Fund will be treated as amounts distributed by any REMIC to the Underwriter.

Reserve Fund. No later than (a) The Servicer, for the Closing Datebenefit of the Series 2014-5 Noteholders, the Trustee will shall establish and maintain with the Indenture Trustee or its nominee in the name of the Indenture Trustee, on behalf of the Issuing Entity, an Eligible Deposit Account (including any subaccounts thereof) bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Series 2014-5 Noteholders (the “Reserve Fund”). On the Closing Date the Underwriter shall deposit with the Trustee, and the The Indenture Trustee shall possess all right, title and interest in all Eligible Investments and all monies, cash, instruments, securities, securities entitlements, documents, certificates of deposit into the Reserve Fund, cash and other property from time to time on deposit in an amount equal or credited to the Reserve Fund Depositand in all interest, proceeds, earnings, income, revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) for the benefit of the Series 2014-5 Noteholders. Except as expressly provided in this Indenture Supplement and the Trust Sale and Servicing Agreement, the Servicer agrees that it has no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds and other property held in the Reserve Fund for any amount owed to it by the Indenture Trustee, the Issuing Entity, any Noteholder or any Series Enhancer. The Master Servicer Indenture Trustee, at the written direction of the Servicer, shall direct make deposits to and withdrawals from the Trustee Reserve Fund from time to time in writing on each Distribution Date to withdraw the amounts and for the purposes set forth in this Indenture Supplement. (b) Funds on deposit in the Reserve Fund shall, at the written direction of the Servicer, be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments. All such Eligible Investments shall be held by the Indenture Trustee or its nominee for the benefit of the Series 2014-5 Noteholders. The Indenture Trustee shall cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and shall be credited to the Reserve Fund. Funds on deposit in the Reserve Fund shall be invested in Eligible Investments. On each Distribution Date, all Investment Proceeds on deposit in the Reserve Fund shall be treated as Available Series Interest Collections for such Distribution Date. The Indenture Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.11(b) nor for the selection of Eligible Investments in accordance with the provisions of this Indenture Supplement, the Indenture or the Trust Sale and Servicing Agreement. (c) The Reserve Fund initially shall be funded by the Depositor on the Closing Date in the amount of the Reserve Fund Initial Amount. After the Closing Date, funds shall be deposited into the Certificate AccountReserve Fund as provided in Section 4.04(a)(x). The Depositor may at any time and from time to time make additional deposits into the Reserve Fund; provided, however, the Depositor shall not be permitted to make any such discretionary deposit without satisfaction of the Series 2014-5 Rating Agency Condition with respect to each Class of Series 2014-5 Notes in connection therewith if such deposit, together with any discretionary increases in the Subordination Factor and the Class E Invested Amount, would result in the aggregate amount of all such deposits and increases exceeding 5.0% of the Note Principal Balance as of the date of such deposit. (d) If on any Distribution Date, after giving effect to pay all withdrawals from and deposits to the holders of any Insured Certificates pursuant to Section 4.02(a)Reserve Fund, the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter shall be the owner of excluding amounts representing Investment Proceeds) exceeds the Reserve Fund and shall report all items Required Amount then in effect, the Indenture Trustee shall, at the written direction of incomethe Servicer, deduction, gain or loss arising therefrom. Notwithstanding anything herein distribute such excess to the contraryOwner Trustee for distribution to the holders of the Certificate Interest in accordance with the Trust Agreement. (e) Upon the earlier to occur of the date on which the Series 2014-5 Notes are paid in full and the Series 2014-5 Legal Maturity Date, any funds remaining in the Reserve Fund Fund, after giving effect to any deposits and withdrawals made therefrom on such date, shall not be an asset of any REMICtreated as Additional Available Series Principal Collections. The Reserve Fund shall thereafter be invested in Permitted Investments at the direction deemed to have terminated for purposes of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personthis Indenture Supplement.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any Insured Retail Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Retail Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter 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 shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Retail Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one person.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplementthe Standard Terms), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter 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 shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and REMIC, (2) it shall be owned by the Underwriter and not be owned by more than one Person and (3) any amounts transferred by any REMIC to the Reserve Fund will be treated as amounts distributed by any REMIC to the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one person.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Senior Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any the Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any the Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplementthe Standard Terms), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Senior Underwriter shall be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein to the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Senior Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Senior Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Senior Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Senior Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personPerson and for all federal tax purposes, any amounts transferred by any REMIC to the Reserve Fund will be treated as amounts distributed by any REMIC to the Senior Underwriter.

Reserve Fund. No later than (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee, at an Eligible Institution (which shall initially be Wachovia Bank) a segregated trust account designated as the "Wachovia Auto Owner Trust 2004-B Reserve Fund" (the "Reserve Fund"). The Reserve Fund shall be held in trust for the benefit of the Securityholders. The Reserve Fund shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee or the Paying Agent in writing to make deposits to and withdrawals from the Reserve Fund in accordance with this Agreement and the other Basic Documents. On the Closing Date, the Seller shall deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Receivables. The Reserve Fund and all amounts, securities, investments, Financial Assets and other property deposited in or credited to the Reserve Fund (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 will establish on behalf of the Securityholders to secure its obligations under the Notes and maintain the Indenture. (b) The Reserve Fund Property shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Reserve Fund in Permitted Investments that mature not later than the Deposit Date following the date of investment. All such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall be retained on deposit therein. If the Reserve Fund is no longer to be maintained at the Paying Agent, the Servicer shall, with the Paying Agent's assistance as necessary, promptly (and in any case within ten calendar days) cause the Reserve Fund to be moved to an 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. On . (c) With respect to any Reserve Fund Property: (i) any Reserve Fund Property that is a Financial Asset shall be physically delivered to, or credited to an account in the Closing Date name of, the Underwriter shall deposit with the Trustee, and the Trustee shall deposit into Eligible Institution maintaining the Reserve Fund, cash in an amount equal accordance with such institution's customary procedures such that such institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto; (ii) any Reserve Fund Property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee either directly or through the Paying Agent shall have sole signature authority with respect thereto; and (iii) except for any deposit accounts specified in clause (ii) above, the Reserve Fund Deposit. The Master shall only be invested in securities or in other assets which the Eligible Institution maintaining the Reserve Fund agrees to treat as Financial Assets. (d) If any Class of Notes has not been paid in full on any Distribution Date on and after its Final Scheduled Distribution Date (after giving effect to the distribution of Available Funds on such Distribution Date), the Servicer shall direct instruct the Indenture Trustee in writing on each Distribution Date and the Paying Agent to withdraw distribute from amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders Noteholders of any Insured Certificates pursuant that Class of Notes, an amount equal to Section 4.02(a), the lesser of (i) the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit in the Reserve Fund and (ii) the outstanding principal amount of that Class of Notes. If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Required Reserve Fund Amount for such Distribution Date, the Servicer shall instruct the Indenture Trustee and the Paying Agent in writing to distribute the amount of such withdrawal excess to the Certificate Payment Account for any payment to the Certificateholders. The Trustees hereby release, on each Distribution Date, the "their security interest in, to and under Reserve Fund Withdrawal"). For federal income tax purposesProperty distributed to the Certificateholders. (e) 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 or the Certificateholders have been paid in full and the Issuer has been terminated, the Underwriter any remaining Reserve Fund Property shall be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein distributed to the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personCertificateholders.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplementthe Standard Terms), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter 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 shall not be an asset of any the REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC the REMIC, and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one person.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date Date, the Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any the Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any the Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplementthe Standard Terms), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter 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 shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personPerson and for all federal tax purposes, any amounts transferred by any REMIC to the Reserve Fund will be treated as amounts distributed by any REMIC to the Underwriter.

Reserve Fund. No later than (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee, at an Eligible Institution (which shall initially be Wachovia Bank) a segregated trust account designated as the "Wachovia Auto Owner Trust 2005-A Reserve Fund" (the "Reserve Fund"). The Reserve Fund shall be held in trust for the benefit of the Securityholders. The Reserve Fund shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee or the Paying Agent in writing to make deposits to and withdrawals from the Reserve Fund in accordance with this Agreement and the other Basic Documents. 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 Receivables. The Reserve Fund and all amounts, securities, investments, Financial Assets and other property deposited in or credited to the Reserve Fund (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 will establish on behalf of the Securityholders to secure its obligations under the Notes and maintain the Indenture. (b) The Reserve Fund Property shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Reserve Fund in Permitted Investments that mature not later than the Deposit Date following the date of investment. All such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall be retained on deposit therein. If the Reserve Fund is no longer to be maintained at the Paying Agent, the Servicer shall, with the Paying Agent's assistance as necessary, promptly (and in any case within ten calendar days) cause the Reserve Fund to be moved to an 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. On . (c) With respect to any Reserve Fund Property: (i) any Reserve Fund Property that is a Financial Asset shall be physically delivered to, or credited to an account in the Closing Date name of, the Underwriter shall deposit with the Trustee, and the Trustee shall deposit into Eligible Institution maintaining the Reserve Fund, cash in an amount equal accordance with such institution's customary procedures such that such institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto; (ii) any Reserve Fund Property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee either directly or through the Paying Agent shall have sole signature authority with respect thereto; and (iii) except for any deposit accounts specified in clause (ii) above, the Reserve Fund Deposit. The Master shall only be invested in securities or in other assets which the Eligible Institution maintaining the Reserve Fund agrees to treat as Financial Assets. (d) If any Class of Notes has not been paid in full on any Distribution Date on and after its Final Scheduled Distribution Date (after giving effect to the distribution of Available Funds on such Distribution Date), the Servicer shall direct instruct the Indenture Trustee in writing on each Distribution Date and the Paying Agent to withdraw distribute from amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders Noteholders of any Insured Certificates pursuant that Class of Notes, an amount equal to Section 4.02(a), the lesser of (i) the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit in the Reserve Fund and (ii) the outstanding principal amount of that Class of Notes. If the Reserve Fund Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Fund Draw Amount for such Distribution Date and the distribution described in the preceding sentence) exceeds the Required Reserve Fund Amount for such Distribution Date, the Servicer shall instruct the Indenture Trustee and the Paying Agent in writing to distribute the amount of such withdrawal excess to the Certificate Payment Account for any payment to the Certificateholders. The Trustees hereby release, on each Distribution Date, the "their security interest in, to and under Reserve Fund Withdrawal"). For federal income tax purposesProperty distributed to the Certificateholders. (e) 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 or the Certificateholders have been paid in full and the Issuer has been terminated, the Underwriter any remaining Reserve Fund Property shall be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein distributed to the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personCertificateholders.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any Insured Certificates pursuant to Section 4.02(a[4.02(a)(i)], the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplementhereof), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter 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 shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the any Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and REMIC, (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personPerson and (3) for all federal tax purposes, any amounts transferred by any REMIC to the Reserve Fund will be treated as amounts distributed by any REMIC to the Underwriter.]

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Senior Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any Insured Retail Certificates pursuant to Section 4.02(a), the amount of (i) any Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Retail Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement)the Standard Terms) and (ii) any Relief Act Shortfalls otherwise allocable to any Retail Certificates pursuant to the definition of Accrued Certificate Interest, and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Senior Underwriter shall be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein to the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Senior Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Senior Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Retail Certificates is reduced to zero will be distributed by the Trustee to the Senior Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Senior Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one person.

Reserve Fund. No later than the Closing Date, the Trustee will The Issuer shall establish and the Lender shall maintain a segregated trust account (the "Reserve Fund"), which shall be in the name of the Lender "as the Holder of Cakewalk Royalty-Backed Pay-Through Notes," and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Reserve Fund. On Thereafter, the Closing Date the Underwriter Lender shall deposit to the Reserve Fund the amounts referred to Section 13.1(a) and Section 13.1(b). If the bank with which the TrusteeReserve Fund is held ceases to be an Eligible Financial Institution, the Lender shall within ten days of obtaining actual knowledge of such cessation, transfer the Reserve Fund to an account maintained with an Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee Lender) Funds in the Reserve Fund shall not be commingled with any other monies. All payments to be made from time to time by the Lender to the Noteholders out of funds in the Reserve Fund pursuant to this Indenture shall be made by the Lender as paying agent of the Issuer. Funds on deposit into in the Reserve Fund shall be invested in Eligible Investments at the written direction of the Issuer. Any interest or other earnings realized on funds on deposit in the Reserve Fund shall be retained in the Reserve Fund, cash subject to withdrawal as set forth in an amount equal to the Reserve Fund DepositSection 13.2. The Master Servicer shall direct maximum permissible maturity or, if applicable, the Trustee in writing on each Distribution Date to withdraw latest redemption date of any Eligible Investments made with amounts on deposit in the Reserve Fund for deposit into a particular Payment Date shall be not later than the Certificate Account, and Business Day preceding such Payment Date. All monies deposited from time to pay to the holders of any Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit time in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter pursuant to this Indenture shall be held by the owner Lender as part of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein to Collateral for the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction exclusive benefit of the UnderwriterHolders as herein provided. All income and gain realized from investment of funds deposited Monies in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit subject to withdrawal pursuant to Section 13.2 of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personthis Indenture.

Reserve Fund. No later than (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee will to establish and maintain maintain, in the Reserve Fund. On name of the Closing Date Indenture Trustee, for the Underwriter shall deposit with benefit of the TrusteeNoteholders, and the Trustee shall deposit into Certificate Paying Agent, on behalf of the Certificateholders, the Reserve Fund, cash which shall be an Eligible Account. (b) All monies deposited from time to time in an amount equal to the Reserve Fund Deposit. pursuant to Section 3.05 and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Certificateholders. (c) The Master Servicer Reserve Fund shall direct be owned for federal income tax purposes by the holders of the Class SB Certificates and all amounts deposited in the Reserve Fund (including all income or other gain from investments on such monies) shall be deemed to have been distributed to the Class SB Certificates for federal income tax purposes. (d) On each Payment Date, the Indenture Trustee in writing on each Distribution Date to withdraw shall distribute from amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay Reserve Fund Payment Amount to the holders Noteholders in respect of any Insured Certificates pursuant to Section 4.02(a)the Notes and, the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant in its capacity as Certificate Paying Agent, to the definition Certificateholders, in the amounts and in the order of Accrued Certificate Interest priority set forth in Section 3.05 (to except as otherwise provided in Section 5.04(b)) and in accordance with the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds Servicing Certificate. All amounts remaining on deposit in the Reserve Fund on the Final Payment Date or the Payment Date on which amounts paid by the Servicer in connection with the purchase of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement are to be distributed after application of the distributions described in Section 3.05(a)(i) through (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Underwriter xviii) shall be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein distributed to the contrary, the Reserve Fund Class SB Certificates. (e) The Indenture Trustee shall not be an asset of invest any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in Permitted Investments selected by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Reserve Fund for the sole use is maintained may mature on such Payment Date) and exclusive benefit shall not be sold or disposed of the Reserve Fundprior to maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The amount of any loss incurred in respect of any Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments shall be deposited are made in accordance with the provisions of this Indenture and the Indenture Trustee is not the obligor under the Permitted Investment. (f) The Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and shall not be an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personeither REMIC.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Senior Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any the Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any the Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplementthe Standard Terms), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). For federal income tax purposes, the Senior Underwriter shall be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein to the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the written direction of the Senior Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Senior Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Senior Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Senior Underwriter, all within the meaning of Section 1.860G-2(h1.860G 2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personPerson and for all federal tax purposes, any amounts transferred by any REMIC to the Reserve Fund will be treated as amounts distributed by any REMIC to the Senior Underwriter.

Reserve Fund. No later than (a) The Trustee shall establish and maintain the Reserve Fund into which the Trustee shall make such deposits, and from which the Trustee shall make such withdrawals, as herein specified. The Reserve Fund shall be maintained at the Corporate Trust Office as a segregated account clearly labeled as such. All funds deposited from time to time in the Reserve Fund pursuant to this Indenture shall be held by the Trustee as part of the Trust Estate on behalf of the Bondholders and the Trustee as provided herein. (b) On the Closing Date, the Trustee shall acquire from the proceeds of the sale of the Bonds, pursuant to an Issuer Order, an Eligible Investment (that is in the form of a U.S. Treasury security) in an amount such that it will establish return payments of principal and maintain interest so that the Interest Reserve FundAmount for the Interest Accrual Period commencing on September 20, 2000 is available from the proceeds of such Eligible Investment; provided such Issuer Order shall specify the U.S. Treasury security to be acquired; provided further, that the Issuer shall, from time to time, by Issuer Order, direct the Trustee as to which new Eligible Investment should be disposed of or newly acquired for this purpose. On Notwithstanding anything set forth in Section 3.04 to the Closing Date the Underwriter shall deposit with the Trusteecontrary, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplement), and to the extent of funds on deposit in the Reserve Fund (pursuant to Issuer Order) the proceeds from the earnings on any sale of Eligible Investments. On each Payment Date, any shortfall in the Interest Reserve Amount for the Interest Accrual Period commencing on such Payment Date shall be deposited from funds in the Collateral Proceeds Account, pursuant to Section 3.03(c) or from funds in the Interest Support Account, pursuant to Section 3.10. (c) On any Payment Date, if the amount in the Collateral Proceeds Account is not sufficient to pay interest due and unpaid on the Bonds, the Trustee shall withdraw (to the amount of available funds) from the Reserve Fund and deposit in the Collateral Proceeds Account an amount equal to the amount of such withdrawal for any Distribution shortfall. If after giving effect to all payments of interest of and principal on the Bonds on a Payment Date, the "Interest Reserve Fund Withdrawal"). For federal income tax purposesAmount equals or exceeds the Aggregate Current Principal Amount of Outstanding Bonds, then all the Underwriter Bonds shall be immediately due and payable as set forth in the owner of notice given by the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein Trustee in writing to the contraryIssuer and to all Bondholders pursuant to Section 3.02(b). (d) After September 20, 2000, so long as no Default or Event of Default shall have occurred and be continuing, all amounts in the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested and reinvested by the Trustee in Permitted one or more Eligible Investments at pursuant to an Issuer Order. Such investments are subject to the direction following restrictions: (i) except as permitted by clause (ii) below, no investment of any amount held in the UnderwriterReserve Fund may mature later than the Business Day immediately preceding the next Payment Date; and (ii) any investment (including repurchase agreements) in which State Street Bank and Trust Company, in either its commercial or trust capacity, is the obligor, may mature on a Payment Date if, under Section 3.03 such investment could otherwise mature on the Business Day immediately preceding such Payment Date. All income and gain realized or other gains from investment of funds deposited in the Reserve Fund shall be deposited by the Trustee in the Reserve Fund for the sole use immediately upon receipt, and exclusive benefit of any loss resulting from such investment shall be charged to the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by and the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personresponsible in any way for such loss on any investment made pursuant to this Indenture.

Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of any Insured Certificates pursuant to Section 4.02(a[4.02(a)(i)], the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of this Series Supplementhereof), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "“Reserve Fund Withdrawal"”). For federal income tax purposes, the Underwriter 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 shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the direction of the Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the any Insured Certificates is reduced to zero will be distributed by the Trustee to the Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC and REMIC, (2) it shall be owned by the Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one personPerson and (3) for all federal tax purposes, any amounts transferred by any REMIC to the Reserve Fund will be treated as amounts distributed by any REMIC to the Underwriter.]