Common use of Reserve Fund Clause in Contracts

Reserve Fund. (i) In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be available, the Seller shall establish and maintain with the Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Trustee to the extent set forth in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount on deposit in the Reserve Fund shall be available for, and applied to make, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Trustee will distribute any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amount. (i) Amounts held in the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.

Reserve Fund. Upon request by Beneficiary following an Event of Default (ias defined in Section 23 hereof) In order relating to effectuate the subordination provided for herein payment of money, or following and during the continuance of any other Event of Default, Trustor shall pay to assure that sufficient amounts Beneficiary an initial cash reserve in an amount adequate to make pay all insurance premiums due within the next succeeding twelve calendar months on all policies of insurance required distributions to Certificateholders will by this Deed of Trust (or such lesser amount as may then be availablespecified by Beneficiary), the Seller and shall establish and maintain thereafter deposit with Beneficiary each month, commencing with the Trustee first month after such request by Beneficiary and continuing until all sums secured hereby are paid in full or Beneficiary notifies Trustor to cease making such deposits, an amount equal to one-twelfth of the aggregate annual insurance premiums on all policies of insurance required by this Deed of Trust, as reasonably estimated by Beneficiary. In such event Trustor further agrees to cause all bills, statements or other documents relating to the foregoing insurance premiums to be sent or mailed directly to Beneficiary. Upon receipt of such bills, statements or other documents evidencing that a trust account: the "Reserve Fund" which will include the money premium for a required policy is then payable, and other property providing Trustor has deposited and held therein sufficient funds with Beneficiary pursuant to Section 4.06(d) and this Section. Except , Beneficiary shall pay such amounts as otherwise provided in this Agreement, the Reserve Fund shall (A) may be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations due thereunder out of the Trustee have the Required Rating funds so deposited with Beneficiary. If at any time and (B) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating for any reason the funds deposited therein with Beneficiary are held in trust for the benefit of the Class A Certificateholders or will be insufficient to pay such amounts as may be then or subsequently due, Beneficiary may notify Trustor and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's Trustor shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall immediately deposit an amount equal to such deficiency with Beneficiary. Notwithstanding the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund foregoing, nothing contained herein shall not cause Beneficiary to be part deemed a trustee of said funds or to be obligated to pay any amounts in excess of the Trust but instead will be held for the benefit amount of the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees funds deposited with Beneficiary pursuant to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Trustee to the extent set forth in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section, nor shall anything contained herein modify the obligation of Trustor to maintain and keep in force at all times such insurance as is required by this Deed of Trust. The Trustee hereby acknowledges such transfer Beneficiary may commingle said reserve with its own funds and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount on deposit in the Reserve Fund Trustor shall be available for, and applied entitled to make, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Trustee will distribute any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amountinterest thereon. (i) Amounts held in the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.

Reserve Fund. (ia) In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be available, the Seller The Trustee shall establish and maintain with the Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund into which the Trustee shall (A) 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 trust account initially established with the Trustee and maintained with the Trustee so long clearly labeled as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and (B) such. All funds deposited from time to time in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of Reserve Fund pursuant to this Indenture shall be held by the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit part of the Class A Certificateholders Trust Estate on behalf of the Bondholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company Trustee as provided herein. (which may include the Trusteeb) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller Trustee shall deposit 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 equal to such that it will return payments of principal and interest so that the Interest Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held Amount for the benefit Interest Accrual Period commencing on September 20, 2000 is available from the proceeds of such Eligible Investment; provided such Issuer Order shall specify the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges U.S. Treasury security to be acquired; provided further, that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly Issuer shall, from time to time, by itIssuer Order, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by direct the Trustee as to the extent which new Eligible Investment should be disposed of or newly acquired for this purpose. Notwithstanding anything set forth in Section 4.06(d). (ii) In order to give effect 3.04 to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fundcontrary, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount on deposit in the Reserve Fund shall be available for, and applied to make, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount 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 shortfall; provided that, if after giving effect to all deposits thereto or withdrawals therefrom payments of interest of and principal on the Bonds on such Distribution Payment Date) is greater than the Specified Reserve Fund Balance, the Interest Reserve Amount equals or exceeds the Aggregate Current Principal Amount of Outstanding Bonds, then the Trustee will distribute any remaining amounts shall declare all the Bonds to be immediately due and payable by a notice in writing to the Seller. Upon any such distribution Issuer and to the Seller, the Certificateholders will have no further rights in, or claims to, such amountall Bondholders pursuant to Section 3.02(b). (id) Amounts held 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 be invested and reinvested by the Trustee in the manner specified in Section 4.01(b)one or more Eligible Investments pursuant to an Issuer Order. Such investments shall not be sold or disposed are subject to the following restrictions: (i) except as permitted by clause (ii) below, no investment of prior to their maturity. All such investments shall be made any amount held in the name of Reserve Fund may mature later than the Trustee, its Financial Intermediary or its nomineeBusiness Day immediately preceding the next Payment Date; and (ii) any investment (including repurchase agreements) in which State Street Bank and Trust Company, in either case as collateral agentits commercial or trust capacity, and all income and gain realized thereon shall be solely for is the benefit of obligor, may mature on a Payment Date if, under Section 3.03 such investment could otherwise mature on the Seller and shall be payable by the Trustee to the Seller on each Distribution Business Day immediately preceding such Payment Date. Realized losses, if any, on All income or other gains from investment of funds deposited in the Reserve Fund shall be charged first against undistributed investment earnings attributable to deposited by the Trustee in the Reserve Fund immediately upon receipt, and then against the Reserve Fund. (ii) With respect any loss resulting from such investment shall be charged to the Reserve Fund, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) not be responsible in any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as way for such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) loss on any Reserve Fund property that is a book-entry security held through the Federal Reserve investment made pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim theretothis Indenture. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.

Reserve Fund. (a) (i) In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be available, the Seller shall establish and maintain with the Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Trustee to the extent set forth in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount on deposit in the Reserve Fund shall be available for, and applied to make, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Trustee will distribute any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amount. (i) Amounts held in the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.

Reserve Fund. (i) In order to effectuate No later than the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be availableClosing Date, the Seller shall Trustee will establish and maintain with the Trustee itself a segregated trust account: the "account that is an Eligible Account, which shall be titled “Reserve Fund" which will include , The Bank of New York, as Trustee for the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided registered Holders of First Horizon Mortgage Pass-Through Certificates, Series 2003-6, Class A-4.” Amounts on deposit in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with held by the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws Holders of the United States or any state thereofInsured Retail Certificates, but such amounts shall not constitute part of the District of Columbia or the Commonwealth of Puerto RicoTrust Fund. On or prior to the Closing Date, the Seller Xxxxxx Xxxxxxx & Co. Incorporated shall deposit an amount equal to with the Trustee, and the Trustee shall deposit the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall will be beneficially owned by Xxxxxx Xxxxxxx & Co. Incorporated and will not be part an asset of the Trust but instead will be held for the benefit of the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Trustee to the extent set forth in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions will make withdrawals of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount on deposit in the Reserve Fund shall be available for, and applied to make, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount amounts on deposit in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified each, a “Reserve Fund BalanceWithdrawal”), to the extent funds are available in the Reserve Fund, on each Distribution Date to cover any Net Interest Shortfalls (other than any interest shortfalls resulting from Relief Act Reductions and Net Prepayment Interest Shortfalls) allocated to the Insured Retail Certificates. Any amount remaining on deposit in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Retail Certificates has been reduced to zero will be distributed to Xxxxxx Xxxxxxx & Co. Incorporated. For federal income tax purposes, Xxxxxx Xxxxxxx & Co. Incorporated shall be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein to the contrary, the Reserve Fund shall not be an asset of the REMIC created hereunder. The Reserve Fund shall be invested in Permitted Investments at the written direction of the Master Servicer. The Trustee will distribute any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will shall have no further rights in, or claims to, such amount. (i) Amounts held liability for investment losses in Permitted Investments in accordance with the instructions of the Master Servicer. All income and gain realized from investment of funds deposited in the Reserve Fund shall be invested deposited in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely Reserve Fund for the sole use and exclusive benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.Reserve

Reserve Fund. (ia) In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be available, the Seller The Trustee shall establish and maintain with the Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund into which the Trustee shall (A) 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 trust account initially established with the Trustee and maintained with the Trustee so long clearly labeled as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and (B) such. All funds deposited from time to time in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of Reserve Fund pursuant to this Indenture shall be held by the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit part of the Class A Certificateholders Trust Estate on behalf of the Bondholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company Trustee as provided herein. (which may include the Trusteeb) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller Trustee shall deposit 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 equal to such that it will return payments of principal and interest so that the Interest Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held Amount for the benefit Interest Accrual Period commencing on September 20, 2000 is available from the proceeds of such Eligible Investment; provided such Issuer Order shall specify the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges U.S. Treasury security to be acquired; provided further, that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly Issuer shall, from time to time, by itIssuer Order, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by direct the Trustee as to the extent which new Eligible Investment should be disposed of or newly acquired for this purpose. Notwithstanding anything set forth in Section 4.06(d). (ii) In order to give effect 3.04 to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fundcontrary, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount on deposit in the Reserve Fund shall be available for, and applied to make, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount 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 shortfall. If after giving effect to all deposits thereto or withdrawals therefrom payments of interest of and principal on such Distribution the Bonds on a Payment Date) is greater than the Specified Reserve Fund Balance, the Interest Reserve Amount equals or exceeds the Aggregate Current Principal Amount of Outstanding Bonds, then all the Bonds shall be immediately due and payable as set forth in the notice given by the Trustee will distribute any remaining amounts in writing to the Seller. Upon any such distribution Issuer and to the Seller, the Certificateholders will have no further rights in, or claims to, such amountall Bondholders pursuant to Section 3.02(b). (id) Amounts held 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 be invested and reinvested by the Trustee in the manner specified in Section 4.01(b)one or more Eligible Investments pursuant to an Issuer Order. Such investments shall not be sold or disposed are subject to the following restrictions: (i) except as permitted by clause (ii) below, no investment of prior to their maturity. All such investments shall be made any amount held in the name of Reserve Fund may mature later than the Trustee, its Financial Intermediary or its nomineeBusiness Day immediately preceding the next Payment Date; and (ii) any investment (including repurchase agreements) in which State Street Bank and Trust Company, in either case as collateral agentits commercial or trust capacity, and all income and gain realized thereon shall be solely for is the benefit of obligor, may mature on a Payment Date if, under Section 3.03 such investment could otherwise mature on the Seller and shall be payable by the Trustee to the Seller on each Distribution Business Day immediately preceding such Payment Date. Realized losses, if any, on All income or other gains from investment of funds deposited in the Reserve Fund shall be charged first against undistributed investment earnings attributable to deposited by the Trustee in the Reserve Fund immediately upon receipt, and then against the Reserve Fund. (ii) With respect any loss resulting from such investment shall be charged to the Reserve Fund, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) not be responsible in any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as way for such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) loss on any Reserve Fund property that is a book-entry security held through the Federal Reserve investment made pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim theretothis Indenture. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.

Reserve Fund. (ia) In order to effectuate The Indenture Trustee, for the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders benefit of the Series 2009-2 Noteholders, will be available, the Seller shall establish and maintain with the Indenture Trustee a trust account: or its nominee in the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations name of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations Indenture Trustee, on behalf of the Trustee no longer have the Required RatingIssuer, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to a Qualified Account (1including any subaccounts thereof) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of Series 2009-2 Noteholders (the Class A Certificates and the Class B Certificates"Reserve Fund"). The Seller hereby acknowledges that Reserve Fund will consist of two segregated subaccounts: (i) the "Reserve Fund Securities Subaccount" to which financial assets (other than cash and money) credited to the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be credited and (ii) the "Reserve Fund Cash Deposit Subaccount" to which cash and money deposited into in the Reserve Fund by the will be credited. The Indenture Trustee to the extent set forth will possess all right, title and interest in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit all Eligible Investments and all proceeds thereof monies, cash, instruments, securities, securities entitlements, documents, certificates of deposit and hereby pledges other property from time to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited time on deposit in or credited to the Reserve Fund from time to time under this Agreementand in all interest, all earnings proceeds, earnings, income, revenue, dividends and other distributions thereon and proceeds thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) for the benefit of the Series 2009-2 Noteholders. Except as expressly provided in this Indenture Supplement and the Transfer and Servicing Agreements, 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 than proceeds constituting interest or net investment earnings attributable to the investment of property held in the Reserve Fund for any amount owed to it by the Indenture Trustee, the Issuer or any Noteholder. If, at any time, (x) the Reserve Fund ceases to be a Qualified Account or (y) the Indenture Trustee no longer maintains the Reserve Fund, then within ten Business Days (or such longer period which satisfies the Rating Agency Condition), the Issuer (or the Servicer on its behalf) will establish a new Reserve Fund meeting the conditions specified above, transfer any monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new Reserve Fund and from the date such new Reserve Fund is established, it will be the "Reserve Fund." Any Eligible Institution at which the successor Reserve Fund is established will deliver a written acceptance of its appointment and will agree to be bound by the provisions in the Indenture relating to the Securities Intermediary and the Bank as they relate to the Reserve Fund. The Indenture Trustee, at the written direction of the Servicer) subject, howeverwill make deposits to and withdrawals from the Reserve Fund from time to time, to in the limitations set forth below, amounts and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, purposes set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this SectionIndenture Supplement. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount Funds on deposit in the Reserve Fund shall will, at the written direction of the Servicer, be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee or its nominee for the benefit of the Series 2009-2 Noteholders. The Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and will be credited to the Reserve Fund Securities Subaccount. Funds on deposit in the Reserve Fund will be invested in Eligible Investments that will mature so that such funds will be available forno later than the following Distribution Date. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Reserve Fund will be treated as Available Investor Interest Collections for such Distribution Date. The Indenture Trustee will 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 Transfer and Servicing Agreements. (c) The Reserve Fund will be funded by the Transferors on the Closing Date in the amount of the Reserve Fund Initial Amount, and applied will be increased and decreased thereafter as described herein. (d) If on any Distribution Date, after giving effect to makeall withdrawals from and deposits to the Reserve Fund, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect excluding amounts relating to all deposits thereto or withdrawals therefrom on such Distribution Dateinvestment earnings) is greater than exceeds the Specified Reserve Fund BalanceRequired Amount then in effect, the Indenture Trustee will will, at the written direction of the Servicer, distribute any remaining amounts such excess to the Seller. Upon any such Transferor Interest Account for distribution to the Seller, holders of the Certificateholders will have no further rights in, or claims to, such amountTransferor Interest in accordance with the Trust Agreement. (ie) Amounts held in Upon the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior earlier to their maturity. All such investments shall be made in the name occur of the Trustee, its Financial Intermediary or its nominee, date on which the Series 2009-2 Notes are paid in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller full and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitationSeries Final Maturity Date, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit funds remaining in the Reserve Fund, after payment giving effect to any deposits and withdrawals made therefrom on such date, will be treated as Available Investor Principal Collections. The Reserve Fund will thereafter be deemed to have terminated for purposes of all amounts due to the Certificateholders, shall be paid to the Sellerthis Indenture Supplement.

Reserve Fund. (ia) In order The Depositor hereby directs the Trustee to effectuate direct, and each of the subordination provided Depositor and the Trustee hereby directs and authorizes the Trust Administrator as agent for herein the Trustee to execute and deliver on behalf of the Trust the Cap Agreement and authorizes the Trust Administrator as agent for the Trustee to assure that sufficient amounts to make required distributions to Certificateholders will be availableperform its obligations thereunder on behalf of the Trust in accordance with the terms of the Cap Agreement. On the Closing Date, the Seller Trust Administrator as agent for the Trustee shall enter into the Cap Agreement, on behalf of the Trust, with the Cap Provider and establish and maintain with in its name, as Trust Administrator for the Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this AgreementTrustee, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereofOffered Certificateholders, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trust Administrator as agent for the Trustee pursuant to this Agreement. The Reserve Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of the Trust but instead will be held for the benefit of the Holders of the Class A Certificates and the Class B Certificatesany REMIC created hereunder. The Seller hereby acknowledges that For tax purposes, any investment earnings on the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund treated as owned by the Trustee Class X Certificateholders and will be taxable to the extent set forth in Section 4.06(d). (ii) In order Class X Certificateholders. For tax purposes, distributions made to give effect any outside reserve fund under this document shall be treated as made to the subordination provided for herein and to assure availability owner of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Sectionfund. (b) Consistent Funds in the Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be treated as any other amounts deposited to the Reserve Fund. The X Certificateholders shall evidence ownership of the Reserve Fund for federal tax purposes only and shall direct the Trust Administrator in writing as to the investment of amounts therein. (c) The Trust Administrator shall deposit all amounts received with respect to the limited purposes for Cap Agreement in the Reserve Fund. (d) With respect to any Distribution Date upon which a Trust Administrator Reserve Fund Transfer Amount is required to be distributed, the Trust Administrator shall make such trust are granted, distribution in accordance with Section 4.01(a)(4) of this Agreement. (e) The Trust Administrator will distribute amounts on deposit in the Reserve Fund on each Distribution Date to the Class X Certificates: (1) after all other distributions are made on such Distribution Date if and to the extent that the amount on deposit in the Reserve Fund shall be available forexceeds the Specified Reserve Fund Requirement for such Distribution Date; and (2) on the Reserve Fund Release Date, after all other distributions are made onsuch Distribution Date. (f) Each Offered Certificateholder and applied to makeClass B-IO Certificateholder, distributions as provided in Section 4.06. In additionby its acceptance of the related Offered Certificate, on each Distribution Date on which the amount on deposit acknowledges and agrees that it has no present interest in the Reserve Fund (after giving effect and the amounts on deposit or to all deposits thereto or withdrawals therefrom be deposited therein, but shall have only a contingent interest in related amounts distributable on such Distribution Date) is greater than the Specified Reserve Fund BalanceOffered Certificates and Class B-IO Certificates as provided in this Agreement. The Depositor, and each Residual Certificateholder, by its acceptance of the Trustee will distribute any remaining amounts to the Seller. Upon any such distribution to the SellerClass R Certificate, the Certificateholders will have acknowledges and agrees that it has no further rights in, or claims to, such amount. (i) Amounts held interest in the Reserve Fund shall and the amounts on deposit or to be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Funddeposited therein. (iig) With respect If any payments are owed to the Reserve FundCap Provider beginning with the Distribution Date in July 2004, the Seller Master Servicer shall direct the Trust Administrator to request and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts Trust Administrator shall be held solely in request, the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible Cap Provider to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject furnish IRS Form W 8ECI to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim theretoTrust Administrator. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.

Reserve Fund. (ia) In order to effectuate The Indenture Trustee, for the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders benefit of the Series 2006-4 Noteholders, will be available, the Seller shall establish and maintain with the Indenture Trustee a trust account: or its nominee in the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations name of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations Indenture Trustee, on behalf of the Trustee no longer have the Required RatingIssuer, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to a Qualified Account (1including any subaccounts thereof) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of Series 2006-4 Noteholders (the Class A Certificates and the Class B Certificates"RESERVE FUND"). The Seller hereby acknowledges that Reserve Fund will consist of two segregated subaccounts: (i) the "RESERVE FUND SECURITIES SUBACCOUNT" to which financial assets (other than cash and money) credited to the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be credited and (ii) the "RESERVE FUND CASH DEPOSIT SUBACCOUNT" to which cash and money deposited into in the Reserve Fund by the will be credited. The Indenture Trustee to the extent set forth will possess all right, title and interest in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit all Eligible Investments and all proceeds thereof monies, cash, instruments, securities, securities entitlements, documents, certificates of deposit and hereby pledges other property from time to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited time on deposit in or credited to the Reserve Fund from time to time under this Agreementand in all interest, all earnings proceeds, earnings, income, revenue, dividends and other distributions thereon and proceeds thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) for the benefit of the Series 2006-4 Noteholders. Except as expressly provided in this Indenture Supplement and the Transfer and Servicing Agreements, 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 than proceeds constituting interest or net investment earnings attributable to the investment of property held in the Reserve Fund for any amount owed to it by the Indenture Trustee, the Issuer, any Noteholder or any Series Enhancer. If, at any time, (x) the Reserve Fund ceases to be a Qualified Account or (y) the Indenture Trustee no longer maintains the Reserve Fund, then within ten Business Days (or such longer period as to which each Rating Agency may consent), the Indenture Trustee (or the Servicer on its behalf) will establish a new Reserve Fund meeting the conditions specified above, transfer any monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new Reserve Fund and from the date such new Reserve Fund is established, it will be the "Reserve Fund." Any Eligible Institution at which the successor Reserve Fund is established will deliver a written acceptance of its appointment and will agree to be bound by the provisions in the Indenture relating to the Securities Intermediary and the Bank as they relate to the Reserve Fund. The Indenture Trustee, at the written direction of the Servicer) subject, howeverwill make deposits to and withdrawals from the Reserve Fund from time to time, to in the limitations set forth below, amounts and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, purposes set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this SectionIndenture Supplement. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount Funds on deposit in the Reserve Fund shall will, at the written direction of the Servicer, be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee or its nominee for the benefit of the Series 2006-4 Noteholders. The Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and will be credited to the Reserve Fund Securities Subaccount. Funds on deposit in the Reserve Fund will be invested in Eligible Investments that will mature so that such funds will be available forno later than the following Distribution Date. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Reserve Fund will be treated as Available Investor Interest Collections for such Distribution Date. The Indenture Trustee will 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 Transfer and Servicing Agreements. (c) The Reserve Fund will be funded by the Transferors on the Closing Date in the amount of the Reserve Fund Initial Amount, and applied will be increased and decreased thereafter as described herein. (d) If on any Distribution Date, after giving effect to makeall withdrawals from and deposits to the Reserve Fund, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect excluding amounts relating to all deposits thereto or withdrawals therefrom on such Distribution Dateinvestment earnings) is greater than exceeds the Specified Reserve Fund BalanceRequired Amount then in effect, the Indenture Trustee will will, at the written direction of the Servicer, distribute any remaining amounts such excess to the Seller. Upon any such Owner Trustee for distribution to the Seller, holders of the Certificateholders will have no further rights in, or claims to, such amountTransferor Interest in accordance with the Trust Agreement. (ie) Amounts held in Upon the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior earlier to their maturity. All such investments shall be made in the name occur of the Trustee, its Financial Intermediary or its nominee, date on which the Series 2006-4 Notes are paid in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller full and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitationSeries Final Maturity Date, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit funds remaining in the Reserve Fund, after payment giving effect to any deposits and withdrawals made therefrom on such date, will be treated as Available Investor Principal Collections. The Reserve Fund will thereafter be deemed to have terminated for purposes of all amounts due to the Certificateholders, shall be paid to the Sellerthis Indenture Supplement.

Reserve Fund. (i) In order to effectuate No later than the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be availableClosing Date, the Seller Trustee, on behalf of the Certificateholders, shall establish and maintain with the Trustee itself a separate, segregated non-interest bearing trust account: the "account titled, “Reserve Fund" which will include , Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2006‑8, Asset‑Backed Certificates, Series 2006‑8.” The Trustee shall account for the money and other property deposited and held therein pursuant right to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, receive payments from the Reserve Fund shall (A) be a segregated trust account initially established with as property that the Trustee holds separate and maintained with apart from the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and REMIC Regular Interests. (Ba) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause The following amounts shall be deposited into the Reserve Fund to be moved to Fund: (1i) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller Depositor shall deposit an amount equal deposit, or cause to be deposited, into the Reserve Fund Initial Deposit $1,000; (ii) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to any of the Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Holders of the Class C Certificates to, and therefore shall, deposit into the Reserve Fund the amounts described in Section 4.01(d)(i)(y); and (iii) On each Distribution Date as to which there are no Net WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class C Certificates, from amounts otherwise distributable to such Class C Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund. , the aggregate amount on deposit therein is equal to $1,000. (b) The Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the Trust but instead will be held for the benefit Holders of the Class C Certificates shall be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 3 to REMIC CX in respect of the Class C Interest, and then distributed by REMIC CX to the Holders of the Class C Certificates. For federal and state income tax purposes, payments in respect of the Class A Certificates and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). (c) By accepting a Class B Certificates. The Seller hereby acknowledges that C Certificate, each Holder of a Class C Certificate shall be deemed to have directed the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by itTrustee to, and the Seller hereby agrees Trustee shall pursuant to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Datesuch direction, Excess Amounts will be deposited deposit into the Reserve Fund by the Trustee to the extent set forth amounts described in Section 4.06(d)3.26(a)(ii) and (a)(iii) above on each Distribution Date. By accepting a Class C Certificate, each Holder of a Class C Certificate further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. (iid) In order to give effect to At the subordination provided for herein and to assure availability direction of the amounts maintained Holders of a majority in Percentage Interest in the Reserve FundClass C Certificates, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, Trustee shall direct any depository institution maintaining the Reserve Fund Initial Deposit to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and all proceeds thereof and hereby pledges maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee as collateral agentor an Affiliate manages or advises such investment, and its successors and assigns(ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, all other amounts deposited if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in or credited Percentage Interest in the Class C Certificates with respect to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto is received by the Trustee, its successors and assigns, the Trustee shall invest the funds in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount on deposit in the Reserve Fund shall be available for, and applied to make, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, Permitted Investments managed by the Trustee will distribute or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amount. (i) Amounts held funds in the Reserve Fund shall be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the manner specified in Section 4.01(b). Such investments shall not be sold or disposed definition of prior to their maturityPermitted Investments. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon earned upon such investment shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against deposited into the Reserve Fund. (iie) With respect to the Reserve FundFor federal tax return and information reporting, the Seller right of the Certificateholders to receive payment on account of the Class A Certificates and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain Mezzanine Certificates from the Reserve Fund as described in Section 4.07(a)(i); such deposit account respect of any Net WAC Rate Carryover Amount shall be subject to the exclusive custody and control assigned a value of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim theretozero. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.

Reserve Fund. (i) In order The District hereby agrees to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be available, the Seller shall establish and maintain with the Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as any Certificates are Outstanding a separate fund designated the commercial paper or other short-term unsecured debt obligations “Imperial Irrigation District 2010 Subordinate Revenue Certificates of the Trustee have the Required Rating and Participation (B2010 Water System Project) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Trustee to the extent set forth in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount ” All money on deposit in the Reserve Fund in excess of the Reserve Fund Requirement shall, on or before January 1 and July 1 of each year (commencing on ), be deposited in the 2010 Installment Payment Fund; and for this purpose all investments in the Reserve Fund shall be available forvalued on or before January 1 and July 1 of each year (commencing on ) in accordance with the provisions set forth in the definition of Permitted Investments. The Corporation and the District (to the extent of their rights, if any, in the Reserve Fund, although it is the intent of the parties hereto that the Corporation not have any right, title or interest in or to the Reserve Fund) hereby pledge and applied grant a first and exclusive lien on and a security interest in the money in the Reserve Fund to make, distributions as provided the Trustee for the benefit of the Owners in Section 4.06order to secure the District’s obligation to pay the 2010 Installment Payments due and payable pursuant to the 2010 Installment Purchase Contract. In addition, on each Distribution Date on which the amount The Trustee is directed to withdraw any money on deposit in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than for the Specified Reserve Fund Balance, the Trustee will distribute any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amount. (i) Amounts held in the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name payment of the Trustee, its Financial Intermediary last maturing 2010 Installment Payment as and when it becomes due (or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit payment of the Seller and shall be largest amount thereof payable by from the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and money then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund); and the Trustee is directed to withdraw any money on deposit in the Reserve Fund solely for the payment of 2010 Installment Payments due and payable by the District pursuant to the 2010 Installment Purchase Contract if and when money has not been provided by the District in time sufficient to make such 2010 Installment Payments as provided therein; provided, that the application of any money on deposit in the Reserve Fund to make a 2010 Installment Payment shall not relieve the District of its obligation to make such 2010 Installment Payment as and when due and payable, and upon receipt by the Trustee from the District of any delinquent 2010 Installment Payment (together with interest thereon) for which money has been advanced from the Reserve Fund, such delinquent payment (together with such interest) shall be deposited in the Reserve Fund to the extent of such advance. Upon the discharge hereof, any balance of money remaining in the Reserve Fund shall, after payment of all amounts due any applicable fees and expenses of the Trustee, or provision for such payment having been made to the Certificateholderssatisfaction of the Trustee, be released from the foregoing pledge, lien and security interest and shall be paid transferred to such other fund or account of the SellerDistrict or shall be otherwise used by the District for any lawful purposes as the District may direct in a Request of the District filed with the Trustee.

Reserve Fund. (ia) In order to effectuate Borrower acknowledges that the subordination provided for herein Loan and to assure that sufficient amounts to make required distributions to Certificateholders the Hotel Loan are and will be availablecross-defaulted and cross-collateralized. If the Loan is repaid in full at any time before the Hotel Loan is repaid in full and the obligations of the Lenders under the Hotel Loan Agreement are terminated and the NOI (as defined in the Hotel Loan Agreement) for the Hotel Project is less than the 1.35xDSC Performance Threshold (as defined in the Hotel Loan Agreement), the Seller then Borrower shall establish and maintain with the Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund Account (as defined in the Hotel Loan Agreement), which Reserve Fund Account shall (A) be a segregated trust account initially established with assigned by Borrower to Administrative Agent, for the Trustee ratable benefit of the Lenders, as additional collateral for the Hotel Loan and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have Hotel Borrower arising under the Required Rating and (B) in Hotel Loan Documents. Thereafter, all Net Sales Proceeds generated by the event that the commercial paper or other short-term unsecured debt obligations sale of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause Units shall be delivered by Borrower to Administrative Agent and deposited by Administrative Agent in the Reserve Fund Account until such time as Borrower is no longer required to be moved deliver such Net Sales Proceeds to Administrative Agent pursuant to paragraph (1c) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Trustee to the extent set forth in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are grantedBorrower grants to Administrative Agent, on each Distribution Date behalf of the amount Lenders, a security interest in the Reserve Fund Account and all such deposited funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State of Texas and Administrative Agent shall have available to it all of the rights and remedies available to a secured party thereunder. Borrower hereby constitutes and appoints Administrative Agent and any officer or agent of Administrative Agent its true and lawful attorneys-in-fact with full power of substitution to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 2.19. To the extent permitted by applicable law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked. Borrower agrees that it shall include all interest and earnings on any funds in the Reserve Fund Account as its income (and, if Borrower is a pass-through entity, the income of its members), and shall be the owner of all funds on deposit in the Reserve Fund Account for federal and applicable state and local tax purposes. Administrative Agent shall have the exclusive right to manage and control all funds in the Reserve Fund Account, but Administrative Agent shall have no fiduciary duty with respect to such funds. (c) All funds on deposit from time to time in the Reserve Fund Account (collectively, referred to herein, as the "Reserve Funds") shall be available forheld and disbursed by Administrative Agent in accordance with this Agreement. Commencing on the first day of the first calendar quarter following the repayment of the Loan and the establishment of the Reserve Funds and continuing on the first day of each calendar quarter thereafter (i.e., each January, April, July and applied October 1st during each calendar year is referred to makeherein, distributions as provided in Section 4.06a "Test Date"), Administrative Agent shall verify the NOI for the Hotel Project. In additionIf, as of any Test Date, the NOI for the Hotel Project, based on each Distribution Date the most recent twelve (12) full calendar months, is (i) equal to or greater than the 1.35xDSC Performance Threshold based on which same twelve (12) calendar month period, then (1) Administrative Agent shall disburse to Borrower the amount Excess Reserve Funds (as defined below) then on deposit in the Reserve Fund Account, and (after giving effect 2) Borrower shall no longer be required to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Trustee will distribute any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amount. (i) Amounts held in deposit Net Sales Proceeds into the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund.Account; or (ii) With respect to less than the Reserve Fund1.35xDSC Performance Threshold based on same twelve (12) calendar month period, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph then (i) of the definition of the term "Delivery" and Administrative Agent shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant continue to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform hold all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts funds on deposit in the Reserve FundFund Account, after payment and (ii) Borrower shall continue to make deposits of Net Sales Proceeds in the Reserve Fund Account. (1) Administrative Agent shall disburse to Borrower the Reserve Funds then on deposit in the Reserve Fund Account, and (ii) Borrower shall no longer be required to make deposits of Net Sales Proceeds in the Reserve Fund Account and Administrative Agent shall execute and deliver to Borrower partial releases with respect to each Unit thereafter sold by Borrower; provided that if a Default occurs and is continuing under the Hotel Loan Documents, Administrative Agent may condition the delivery of such partial release with respect to any Unit sold upon receipt by Administrative Agent of 100% of the Net Sales Proceeds generated by the sale of such Unit. In any event, upon repayment in full of the Obligations (as defined in the Hotel Loan Agreement) and termination of all amounts due Swap Transactions (as defined in the Hotel Loan Agreement), the Reserve Fund Account and the lien and security interest of Administrative Agent in and to the Certificateholders, Reserve Fund Account shall be paid released by Administrative Agent. For purposes of this Agreement, the term "Excess Reserve Funds" means an amount, as reasonably determined by Administrative Agent, to be the Sellerdifference between (A) the balance of Reserve Funds, if any, in the Reserve Fund Account, and (B) the minimum amount of Reserve Funds, if any, in the Reserve Fund Account which, if applied to adjust the Deemed Principal Balance, will cause the NOI to equal the 1.35xDSC Performance Threshold.

Reserve Fund. (ia) In order to effectuate The Indenture Trustee, for the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders benefit of the Series 2006-3 Noteholders, will be available, the Seller shall establish and maintain with the Indenture Trustee a trust account: or its nominee in the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations name of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations Indenture Trustee, on behalf of the Trustee no longer have the Required RatingIssuer, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to a Qualified Account (1including any subaccounts thereof) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of Series 2006-3 Noteholders (the Class A Certificates and the Class B Certificates"RESERVE FUND"). The Seller hereby acknowledges that Reserve Fund will consist of two segregated subaccounts: (i) the "RESERVE FUND SECURITIES SUBACCOUNT" to which financial assets (other than cash and money) credited to the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be credited and (ii) the "RESERVE FUND CASH DEPOSIT SUBACCOUNT" to which cash and money deposited into in the Reserve Fund by the will be credited. The Indenture Trustee to the extent set forth will possess all right, title and interest in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit all Eligible Investments and all proceeds thereof monies, cash, instruments, securities, securities entitlements, documents, certificates of deposit and hereby pledges other property from time to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited time on deposit in or credited to the Reserve Fund from time to time under this Agreementand in all interest, all earnings proceeds, earnings, income, revenue, dividends and other distributions thereon and proceeds thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) for the benefit of the Series 2006-3 Noteholders. Except as expressly provided in this Indenture Supplement and the Transfer and Servicing Agreements, 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 than proceeds constituting interest or net investment earnings attributable to the investment of property held in the Reserve Fund for any amount owed to it by the Indenture Trustee, the Issuer, any Noteholder or any Series Enhancer. If, at any time, (x) the Reserve Fund ceases to be a Qualified Account or (y) the Indenture Trustee no longer maintains the Reserve Fund, then within ten Business Days (or such longer period as to which each Rating Agency may consent), the Indenture Trustee (or the Servicer on its behalf) will establish a new Reserve Fund meeting the conditions specified above, transfer any monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new Reserve Fund and from the date such new Reserve Fund is established, it will be the "Reserve Fund." Any Eligible Institution at which the successor Reserve Fund is established will deliver a written acceptance of its appointment and will agree to be bound by the provisions in the Indenture relating to the Securities Intermediary and the Bank as they relate to the Reserve Fund. The Indenture Trustee, at the written direction of the Servicer) subject, howeverwill make deposits to and withdrawals from the Reserve Fund from time to time, to in the limitations set forth below, amounts and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, purposes set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this SectionIndenture Supplement. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount Funds on deposit in the Reserve Fund shall will, at the written direction of the Servicer, be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee or its nominee for the benefit of the Series 2006-3 Noteholders. The Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and will be credited to the Reserve Fund Securities Subaccount. Funds on deposit in the Reserve Fund will be invested in Eligible Investments that will mature so that such funds will be available forno later than the following Distribution Date. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Reserve Fund will be treated as Available Investor Interest Collections for such Distribution Date. The Indenture Trustee will 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 Transfer and Servicing Agreements. (c) The Reserve Fund will be funded by the Transferors on the Closing Date in the amount of the Reserve Fund Initial Amount, and applied will be increased and decreased thereafter as described herein. (d) If on any Distribution Date, after giving effect to makeall withdrawals from and deposits to the Reserve Fund, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect excluding amounts relating to all deposits thereto or withdrawals therefrom on such Distribution Dateinvestment earnings) is greater than exceeds the Specified Reserve Fund BalanceRequired Amount then in effect, the Indenture Trustee will will, at the written direction of the Servicer, distribute any remaining amounts such excess to the Seller. Upon any such Owner Trustee for distribution to the Seller, holders of the Certificateholders will have no further rights in, or claims to, such amountTransferor Interest in accordance with the Trust Agreement. (ie) Amounts held in Upon the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior earlier to their maturity. All such investments shall be made in the name occur of the Trustee, its Financial Intermediary or its nominee, date on which the Series 2006-3 Notes are paid in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller full and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitationSeries Final Maturity Date, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit funds remaining in the Reserve Fund, after payment giving effect to any deposits and withdrawals made therefrom on such date, will be treated as Available Investor Principal Collections. The Reserve Fund will thereafter be deemed to have terminated for purposes of all amounts due to the Certificateholders, shall be paid to the Sellerthis Indenture Supplement.

Reserve Fund. (i) In order to effectuate No later than the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be availableClosing Date, the Seller shall Trustee will establish and maintain with the Trustee itself a segregated trust account: the account that is an Eligible Account, which shall be titled "Reserve Fund, The Bank of New York, as Trustee for the registered Holders of First Horizon Mortgage Pass-Through Certificates, Series 2005-6, Class I-A-3." which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided Amounts on deposit in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with held by the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws Holders of the United States or any state thereofInsured Retail Certificates, but such amounts shall not constitute part of the District of Columbia or the Commonwealth of Puerto RicoTrust Fund. On or prior to the Closing Date, the Seller UBS Securities LLC shall deposit an amount equal to with the Trustee, and the Trustee shall deposit the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall will be beneficially owned by UBS Securities LLC and will not be part an asset of the Trust but instead will be held for the benefit of the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Trustee to the extent set forth in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions will make withdrawals of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount on deposit in the Reserve Fund shall be available for, and applied to make, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount amounts on deposit in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified each, a "Reserve Fund BalanceWithdrawal"), to the extent funds are available in the Reserve Fund, on each Distribution Date to cover any Net Interest Shortfalls (other than any interest shortfalls resulting from Relief Act Reductions) allocated to the Insured Retail Certificates. Any amount remaining on deposit in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Retail Certificates has been reduced to zero will be distributed to UBS Securities LLC. For federal income tax purposes, UBS Securities LLC 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 created hereunder. The Reserve Fund shall be invested in Permitted Investments at the written direction of the Master Servicer. If the Trustee will distribute any remaining amounts to the Sellerdoes not receive such written investment instructions it shall retain such funds uninvested. Upon any such distribution to the Seller, the Certificateholders will The Trustee shall have no further rights in, or claims to, such amount. (i) Amounts held liability for investment losses in Permitted Investments in accordance with the instructions of the Master Servicer. All income and gain realized from investment of funds deposited in the Reserve Fund shall be invested deposited in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely Reserve Fund for the sole use and exclusive benefit of the Seller and shall Reserve Fund. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Class Certificate Balance of the Insured Retail Certificates is reduced to zero will be payable distributed by the Trustee to UBS Securities LLC. To the Seller on each Distribution Date. Realized losses, if any, on investment of extent that the Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be charged first against undistributed investment earnings attributable to the Reserve Fund an outside reserve fund and then against the Reserve Fund. not an asset of any REMIC created hereunder, and (ii2) With respect to the Reserve Fund, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts it shall be held solely in owned by UBS Securities LLC, all within the name meaning of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i1.860G-2(h) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim theretoTreasury Regulations. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.

Reserve Fund. (i) In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be available, the Seller Servicer shall establish and maintain with the Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Trustee to the extent set forth in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount on deposit in the Reserve Fund shall be available for, and applied to make, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Trustee will distribute any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amount. (i) Amounts held in the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.

Reserve Fund. (i) In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be available, the Seller Servicer shall establish and maintain with the Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders, the Class B Certificateholders and the Class B C Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is Moodx'x xx a Rating Agency) of at least ___ Baa3 (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of the Class A Certificates, the Class B Certificates and the Class B C Certificates. The Seller hereby acknowledges that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other tax purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Trustee to the extent set forth in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount on deposit in the Reserve Fund shall be available for, and applied to make, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Trustee will distribute any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amount. (i) Amounts held in the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.earnings

Reserve Fund. (i) In order to effectuate No later than the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be availableClosing Date, the Seller Trustee, on behalf of the Certificateholders, shall establish and maintain with the Trustee itself a separate, segregated non-interest bearing trust account: the "account titled, “Reserve Fund" which will include , Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of WaMu Asset-Backed Certificates WaMu Series 2007-HE1 Trust.” The Trustee shall account for the money and other property deposited and held therein pursuant right to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, receive payments from the Reserve Fund shall (A) be a segregated trust account initially established with as property that the Trustee holds separate and maintained with apart from the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and REMIC Regular Interests. (Ba) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause The following amounts shall be deposited into the Reserve Fund to be moved to Fund: (1i) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller Depositor shall deposit an amount equal deposit, or cause to be deposited, into the Reserve Fund Initial Deposit $1,000; (ii) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to any of the Class A Certificates, the Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Holders of the Class C Certificates to, and therefore shall, deposit into the Reserve Fund. The Fund the amounts described in Section 4.01(d)(i)(Y); and (iii) On each Distribution Date as to which there are no Net WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund shall not be part of the Trust but instead will be held for the benefit on behalf of the Holders of the Class A Certificates and the C Certificates, from amounts otherwise distributable to such Class B C Certificates. The Seller hereby acknowledges , an amount such that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees when added to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Trustee to the extent set forth in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained already on deposit in the Reserve Fund, the Seller hereby sells, conveys and transfers aggregate amount on deposit therein is equal to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section$1,000. (b) Consistent The Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the Holders of the Class C Certificates shall be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 3 to REMIC CX in respect of the Class C Interest, and then distributed by REMIC CX to the Holders of the Class C Certificates. For federal and state income tax purposes, payments in respect of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the limited purposes for which meaning of Code Section 860G(a)(1). (c) By accepting a Class C Certificate, each Holder of a Class C Certificate shall be deemed to have directed the Trustee to, and the Trustee shall pursuant to such trust are granteddirection, deposit into the Reserve Fund the amounts described in Section 3.26(a)(ii) and (a)(iii) above on each Distribution Date Date. By accepting a Class C Certificate, each Holder of a Class C Certificate further agrees that such direction is given for good and valuable consideration, the amount receipt and sufficiency of which is acknowledged by such acceptance. (d) At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on deposit demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in the Reserve Fund shall be available for, and applied to make, distributions as provided in Section 4.06. In addition, on each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, Permitted Investments managed by the Trustee will distribute or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amount. (i) Amounts held funds in the Reserve Fund shall be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the manner specified in Section 4.01(b). Such investments shall not be sold or disposed definition of prior to their maturityPermitted Investments. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon earned upon such investment shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against deposited into the Reserve Fund. (iie) With respect to the Reserve FundFor federal tax return and information reporting, the Seller right of the Certificateholders to receive payment on account of the Class A Certificates, the Mezzanine Certificates and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain Class B Certificates from the Reserve Fund as described in Section 4.07(a)(i); such deposit account respect of any Net WAC Rate Carryover Amount shall be subject to the exclusive custody and control assigned a value of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim theretozero. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.

Reserve Fund. (ia) In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be available, the Seller shall establish and maintain with the Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be deposited into the Reserve Fund by the Trustee to the extent set forth in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount Amounts on deposit in the Reserve Fund shall be available for, and applied to make, distributions for distribution as provided in Section 4.06. In addition6.07, on each Distribution Date on which in accordance with and subject to the following: if the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto or and withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Indenture Trustee will shall release and distribute any remaining all such amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will Securityholders shall have no further rights in, or claims to, such amountamounts. (ic) Amounts held in the Reserve Fund shall be invested in Permitted Investments in accordance with written instructions from the manner specified in Section 4.01(b). Such Seller and such investments shall not be sold or disposed of prior to their maturity. Investment Earnings attributable to the Reserve Fund Property shall not be subject to any Claims or rights of the Securityholders or the Servicer. All such investments shall be made in the name of the Trustee, its Financial Intermediary Indenture Trustee or its nominee, in either case as collateral agent, and all net income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Indenture Trustee to the Seller on each Distribution Date. Realized losses, if any, Any realized losses on investment of the Reserve Fund Property shall be charged first against undistributed investment earnings Investment Earnings attributable to the Reserve Fund Property and then against the Reserve FundFund Property. (iid) With respect to the Reserve FundFund Property, the Seller and the Indenture Trustee agree agrees that: (Ai) any Any Reserve Fund property Property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee, as collateral agent, at the Indenture Trustee (in a segregated trust account if the deposits of the Indenture Trustee do does not have the Required Deposit Rating) or at one or more depository institutions which are eligible to maintain that have the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim theretoRequired Deposit Rating. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit in the Reserve Fund, after payment of all amounts due to the Certificateholders, shall be paid to the Seller.

Reserve Fund. (i) In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders Noteholders will be available, pursuant to Section 9.02(e) of the Seller 1997-B Servicing Supplement the Servicer shall establish and maintain with the Indenture Trustee a separate trust account: account to be known as the "Reserve Fund" ", which will include the money and other property deposited and held therein pursuant to Section 4.06(d3.03(c)(i) and this Section. Except as otherwise provided in this Agreement, the The Reserve Fund shall (A) be a segregated trust an account initially established with the Indenture Trustee and maintained with the Indenture Trustee so long as (A) the commercial paper or other short-term unsecured debt obligations of the Indenture Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2B) the Reserve Fund is a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders Noteholders, which Reserve Fund is located in the corporate trust department of the Indenture Trustee and, so long as Moodx'x xx a depository institution or trust company (which may include Rating Agency, the Trustee) having Indenture Trustee has a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ Baa3 (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the laws of the United States or any state thereofState. In the event that the Indenture Trustee no longer meets either of the requirements stated above, then the District Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Reserve Fund to be moved to a bank or trust company that satisfies the above-mentioned requirements. (ii) For so long as the depository institution or trust company then maintaining the Reserve Fund meets the requirements of Columbia either Section 3.04(a)(i)(A) or (B), all amounts held in the Commonwealth Reserve Fund shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed by the Servicer pursuant to Section 9.02(i) of Puerto Ricothe 1997-B Servicing Supplement, in Permitted Investments; otherwise such amounts shall be maintained in cash. Earnings on investment of funds in the Reserve Fund shall be retained in the Reserve Fund and shall constitute part of the Trust, and losses shall be charged against the funds on deposit therein. (b) On or prior to the Closing Date, the Seller Transferor shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Transferor also does hereby grant to the Indenture Trustee a security interest in such initial deposit, and the Indenture Trustee shall have all the rights, powers and privileges of a secured party under the UCC. Amounts on deposit in the Reserve Fund shall not be part supplemented from time to time by the deposit therein of other funds as and to the Trust but instead will be held for extent described elsewhere in this Agreement. Within 60 days after receipt of notice that an RV Insurer Trigger Event exists and is continuing, the benefit of the Holders of the Class A Certificates and the Class B Certificates. The Seller hereby acknowledges that Transferor shall deposit into the Reserve Fund Initial Deposit an additional cash amount equal to the RV Insurer Reserve Fund Supplemental Requirement. Within 60 days after the occurrence of a Downgrade Trigger Event, then either: (i) the Transferor shall (A) cause one or more policies with substantially similar coverage and provisions to the Residual Value Insurance Policy to be issued by an insurer acceptable to each Rating Agency (as evidenced by confirmation (written or oral) from each to the effect that such change would not result in its then-current rating of any investment earnings thereon) are owned directly by itRated Securities being qualified, reduced or withdrawn), provided that the Origination Trustee and the Seller hereby agrees to treat Indenture Trustee shall at all times have the same rights with respect to any replacement policy as its assets with respect to the original policy, or (B) cause an alternative mechanism to support the Booked Residual Values of the 1997-B Leased Vehicles to be implemented and earningsapproved in accordance with the procedures set forth in Section 9.01 for the amendment hereof; or (ii) for federal income tax and all other purposes. On each Distribution Datethe Transferor shall deposit into the Reserve Fund an additional cash amount equal to the Downgrade Reserve Fund Supplemental Requirement; provided that if the Transferor cannot comply with either clause (i) or clause (ii) or determines in good faith that such compliance would be commercially unreasonable, Excess Amounts will Collections shall be deposited into the Reserve Fund by as provided in Section 3.03(c). In addition, on each Deposit Date relating to a Distribution Date on which a Reserve Fund Deficiency will exist, the Trustee Transferor shall deposit into the Reserve Fund an additional cash amount equal to the extent set forth in Section 4.06(d). lesser of (i) such Reserve Fund Deficiency and (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this SectionSupplemental Requirement. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are granted, on On each Distribution Date the amount amounts on deposit in the Reserve Fund shall be available for, and applied to make, distributions for distribution as provided in Section 4.06. In addition3.03 and, on each Distribution Date on which Date, if the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund BalanceCash Requirement and Excess Collections are not required to be deposited into the Reserve Fund pursuant to Section 3.03(c), the Indenture Trustee will distribute any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amountTransferor. (ic) Amounts held In the event there is a Downgrade Trigger Event, the 60 day period set forth in the Reserve Fund shall be invested in fifth sentence of Section 3.04(b) has elapsed and the manner specified in Section 4.01(b). Such investments shall not be sold or disposed Transferor has elected to comply with the requirements of prior to their maturity. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. clause (ii) With respect thereof rather than clause (i), or complies with neither of such clauses, the Rating Agencies may impose additional conditions to the Reserve Fundmaintenance of their then-current ratings on any Class of Notes, the Seller and the Trustee agree that: (A) including conditions that may require that this Agreement or any Reserve Fund property that is held in deposit accounts shall other Transaction Document be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, amended in accordance with paragraph (ithe provisions of Section 9.01(b) of hereof or the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fundrelevant provisions thereof. (d) Upon termination of the Trust pursuant to Section 10.017.01, any amounts on deposit in the Reserve Fund, after Fund shall be available for payment of all any remaining amounts due to the CertificateholdersNoteholders, and for payment of any remaining amounts due to the Indenture Trustee and the Owner Trustee, and after payment of such amounts due, shall be paid to the SellerTransferor. (e) Amounts properly received by the Transferor pursuant to this Agreement shall be free of any claim of the Trust, the Indenture Trustee, the Owner Trustee or the Noteholders and shall not be available to the Indenture Trustee, the Owner Trustee or the Trust for the purpose of making deposits to the Reserve Fund or making payments to the Noteholders, nor shall the Transferor be required to refund any amount properly received by it. (f) On the Final Scheduled Maturity Date to the extent that the Class A-1 Initial Note Balance, the Class A-2 Initial Note Balance, the Class A-3 Initial Note Balance, the Class A-4 Initial Note Balance or the Class B Initial Note Balance have not been reduced to zero the Indenture Trustee shall withdraw funds from the Reserve Fund, if available, in an amount equal to the lesser of (A) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note Balance and the Class B Note Balance and (B) the amount in the Reserve Fund and shall pay such funds to the Holders of such Class of Notes.

Reserve Fund. (ia) In order to effectuate The Indenture Trustee, for the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders benefit of the Series 2010-5 Noteholders, will be available, the Seller shall establish and maintain with the Indenture Trustee a trust account: or its nominee in the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations name of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations Indenture Trustee, on behalf of the Trustee no longer have the Required RatingIssuer, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to a Qualified Account (1including any subaccounts thereof) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of Series 2010-5 Noteholders (the Class A Certificates and the Class B Certificates"Reserve Fund"). The Seller hereby acknowledges that Reserve Fund will consist of two segregated subaccounts: (i) the "Reserve Fund Securities Subaccount" to which financial assets (other than cash and money) credited to the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On each Distribution Date, Excess Amounts will be credited and (ii) the "Reserve Fund Cash Deposit Subaccount" to which cash and money deposited into in the Reserve Fund by the will be credited. The Indenture Trustee to the extent set forth will possess all right, title and interest in Section 4.06(d). (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit all Eligible Investments and all proceeds thereof monies, cash, instruments, securities, securities entitlements, documents, certificates of deposit and hereby pledges other property from time to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited time on deposit in or credited to the Reserve Fund from time to time under this Agreementand in all interest, all earnings proceeds, earnings, income, revenue, dividends and other distributions thereon and proceeds thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) for the benefit of the Series 2010-5 Noteholders. Except as expressly provided in this Indenture Supplement and the Transfer and Servicing Agreements, 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 than proceeds constituting interest or net investment earnings attributable to the investment of property held in the Reserve Fund for any amount owed to it by the Indenture Trustee, the Issuer or any Noteholder. If, at any time, (x) the Reserve Fund ceases to be a Qualified Account or (y) the Indenture Trustee no longer maintains the Reserve Fund, then within ten Business Days (or such longer period which satisfies the Rating Agency Condition), the Issuer (or the Servicer on its behalf) will establish a new Reserve Fund meeting the conditions specified above, transfer any monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new Reserve Fund and from the date such new Reserve Fund is established, it will be the "Reserve Fund." Any Eligible Institution at which the successor Reserve Fund is established will deliver a written acceptance of its appointment and will agree to be bound by the provisions in the Indenture relating to the Securities Intermediary and the Bank as they relate to the Reserve Fund. The Indenture Trustee, at the written direction of the Servicer) subject, howeverwill make deposits to and withdrawals from the Reserve Fund from time to time, to in the limitations set forth below, amounts and solely for the purpose of securing and providing for payment of the Class A and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, purposes set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this SectionIndenture Supplement. (b) Consistent with the limited purposes for which such trust are granted, on each Distribution Date the amount Funds on deposit in the Reserve Fund shall will, at the written direction of the Servicer, be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee or its nominee for the benefit of the Series 2010-5 Noteholders. The Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and will be credited to the Reserve Fund Securities Subaccount. Funds on deposit in the Reserve Fund will be invested in Eligible Investments that will mature so that such funds will be available forno later than the following Distribution Date. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Reserve Fund will be treated as Available Investor Interest Collections for such Distribution Date. The Indenture Trustee will 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 Transfer and Servicing Agreements. (c) The Reserve Fund will be funded by the Transferors on the Closing Date in the amount of the Reserve Fund Initial Amount, and applied will be increased and decreased thereafter as described herein. On or prior to makethe first day of any Subordination Step-up Period, distributions the Transferors may elect to increase the Required Reserve Fund Percentage for such Subordination Step-up Period in lieu of increasing the Subordination Factor as provided in Section 4.06. In additioncontemplated by the definition thereof, by (i) notifying the Servicer and the Indenture Trustee of such election and (ii) depositing the amount of the related increase of the Reserve Fund Required Amount into the Reserve Fund; provided, that, if the Transferors fail to deposit the amount of such increase into the Reserve Fund on each or prior to the Distribution Date of such Subordination Step-up Period, the Subordination Factor will automatically increase in accordance with the definition thereof. (d) If on which any Distribution Date, after giving effect to all withdrawals from and deposits to the Reserve Fund, the amount on deposit in the Reserve Fund (after giving effect excluding amounts relating to all deposits thereto or withdrawals therefrom on such Distribution Dateinvestment earnings) is greater than exceeds the Specified Reserve Fund BalanceRequired Amount then in effect, the Indenture Trustee will will, at the written direction of the Servicer, distribute any remaining amounts such excess to the Seller. Upon any such Transferor Interest Account for distribution to the Seller, holders of the Certificateholders will have no further rights in, or claims to, such amountTransferor Interest in accordance with the Trust Agreement. (ie) Amounts held in Upon the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior earlier to their maturity. All such investments shall be made in the name occur of the Trustee, its Financial Intermediary or its nominee, date on which the Series 2010-5 Notes are paid in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller full and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitationSeries Final Maturity Date, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund. (d) Upon termination of the Trust pursuant to Section 10.01, any amounts on deposit funds remaining in the Reserve Fund, after payment giving effect to any deposits and withdrawals made therefrom on such date, will be treated as Available Investor Principal Collections. The Reserve Fund will thereafter be deemed to have terminated for purposes of all amounts due to the Certificateholders, shall be paid to the Sellerthis Indenture Supplement.

Reserve Fund. (ia) In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be available, the Seller shall establish and maintain with the Trustee a trust account: the "Reserve Fund" which will include the money and other property deposited and held therein pursuant to Section 4.06(d) and this Section. Except as otherwise provided in this Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating and (B) in the event that the commercial paper or other short-term unsecured debt obligations of the Trustee no longer have the Required Rating, the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company, the commercial paper or other short-term unsecured debt obligations of which shall have the Required Rating, or (2) a segregated trust account bearing a designation clearly indicating the funds deposited therein are held in trust for the benefit of the Class A Certificateholders and the Class B Certificateholders located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. On or prior to before the Closing Date, the Seller Trustee shall deposit an amount equal to the establish a Reserve Fund Initial Deposit into on behalf of the Holders of the Certificates. The Reserve FundFund must be an Eligible Account. The Reserve Fund shall not be part of the Trust but instead will be held entitled "Reserve Fund, LaSalle Bank National Association as Trustee for the benefit of holders of Bear Stearns Asset Backex Xxxxxities I LLC Asset-Backed Certificates, Series 2004- HE4"The Trustee shall demand payment of all money payable by Bear Stearns Financial Pxxxxxxx Inc. (the "Counterparty") under the Yield Maintenance Agreements. The Trustee shall deposit in the Reserve Fund all payments received from the Counterparty pursuant to the Yield Maintenance Agreements. On each Distribution Date the Trustee shall remit amounts received from the Counterparty to the Holders of the Class A Certificates, Class M Certificates and Class CE Certificates in the Class B Certificatesmanner provided in clause (b) below. The Seller hereby acknowledges that the Reserve Fund Initial Deposit (and any investment earnings thereon) are owned directly by itIn addition, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes. On on each Distribution DateDate as to which there is a Basis Risk Shortfall Carry Forward Amount payable to any Class of Certificates, Excess Amounts will be deposited the Trustee shall deposit the amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(3) into the Reserve Fund and the Trustee has been directed by the Trustee Class CE Certificateholder to distribute such amounts to the extent Holders of the Offered Certificates in the amounts and priorities set forth in clauses (C) and (D) of Section 4.06(d5.04(a)(3). Any payments to the Holders of Offered Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amount shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1). (b) Amounts received from the Counterparty under the Yield Maintenance Agreements shall be distributed in the following manner and order of priority: (i) first, (A) from amounts received under the Yield Maintenance Agreement related to the Class A Certificates, to the Class A Certificates pro rata based on the amount of Basis Risk Shortfall Carryforward Amount for such Classes of Certificates for such Distribution Date and (B) from amounts received under the Yield Maintenance Agreement related to the Class M Certificates, sequentially to the Class M-1, Class X-0, Xxxxx X-0, Xxxxx M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, the amount of any Basis Risk Shortfall Carryforward Amount for such Classes of Certificates for such Distribution Date; (ii) In order to give effect SECOND, from any remaining amounts received under the non-related Yield Maintenance Agreement, to the subordination provided Class A Certificates and Class M Certificates, among such Classes of Certificates in the manner and order of priority set forth in clause (i) above, any Basis Risk Shortfall Carryforward Amount for herein such Distribution Date to the extent not covered in clause (i) above; and (iii) THIRD, any remaining amounts received under the Yield Maintenance Agreements, to the Class CE Certificates. (c) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and to assure availability shall be an asset of the amounts maintained in Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE Certificateholder shall be the beneficial owner of the Reserve Fund, the Seller hereby sells, conveys and transfers subject to the Trustee, as collateral agent, and its successors and assigns, power of the Trustee to transfer amounts under Section 5.04. Amounts in the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agentshall, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to the investment of the Reserve Fund at the direction of the Servicer) subjectClass CE Certificateholder, however, be invested in Permitted Investments that mature no later than the Business Day prior to the limitations set forth below, next succeeding Distribution Date. All net income and solely for the purpose of securing and providing for payment of gain from such investments shall be distributed to the Class A and Class B Distributable AmountsCE Certificateholder, together with not as a distribution in respect of any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, interest in accordance with Section 4.06 and this Section to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Fund in accordance with the terms and provisions of this Section. (b) Consistent with the limited purposes for which such trust are grantedany REMIC, on each such Distribution Date the amount Date. All amounts earned on amounts on deposit in the Reserve Fund shall be available for, and applied taxable to make, distributions as provided in Section 4.06the Class CE Certificateholder. In addition, Any losses on each Distribution Date on which the amount on deposit such investments shall be deposited in the Reserve Fund (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Trustee will distribute any remaining amounts to the Seller. Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amount. (i) Amounts held in the Reserve Fund shall be invested in the manner specified in Section 4.01(b). Such investments shall not be sold or disposed of prior to their maturity. All such investments shall be made in the name of the Trustee, its Financial Intermediary or its nominee, in either case as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment Class CE Certificateholder out of the Reserve Fund shall be charged first against undistributed investment earnings attributable to the Reserve Fund and then against the Reserve Fund. (ii) With respect to the Reserve Fund, the Seller and the Trustee agree that: (A) any Reserve Fund property that is held in deposit accounts shall be held solely in the name of the Trustee, its own funds immediately as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Rating) or at one or more depository institutions which are eligible to maintain the Reserve Fund as described in Section 4.07(a)(i); such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto; (B) any Reserve Fund property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trustee, as collateral agent; (C) any Reserve Fund property that is a book-entry security held through the Federal Reserve pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund as described in such paragraph; and (D) any Reserve Fund property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of the Reserve Fund property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Seller delivered to the Trustee, in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within ten Business Days after the occurrence of any of the following: (1) any change in their respective corporate names or any trade names, (2) any change in the location of their respective chief executive offices or principal places of business and (3) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fundrealized. (d) Upon termination For federal tax return and information reporting, the right of the Trust pursuant holders of the Offered Certificates to Section 10.01, any amounts on deposit in receive payments from the Reserve Fund, after payment Fund in respect of all amounts due to the Certificateholders, any Basis Risk Shortfall Carry Forward Amount shall be paid to the Sellerassigned a value of zero.