Common use of Yield Maintenance Account Clause in Contracts

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. (a) (i) In order to assure that sufficient amounts to make required distributions of interest to Certificateholders will be available, the Servicer shall establish and maintain with the Trustee a trust account: the "Yield Maintenance Account" which will include the money and other property deposited and held therein pursuant to this Section. Except as otherwise provided in this Agreement, the Yield Maintenance Account 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 Yield Maintenance Account 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 Trustee Seller [or third party] shall cause deposit an amount equal to be established and maintained the Yield Maintenance Account Initial Deposit into the Yield Maintenance Account. In addition, into which amounts received by on each subsequent Distribution Date, the Trustee from the Cap Counterparty Seller [or third party] shall, pursuant to the Yield Maintenance Agreements shall be deposited for Agreement [and the benefit of Collateral Security Agreement] deposit an amount equal to the Class A Certificates. On each Distribution Date, the Trustee shall withdraw from Additional Yield Maintenance Amount into the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a)Account. Amounts on deposit in the The Yield Maintenance Account shall not be invested and shall not part of the Trust but instead will be held in an interest-bearing accountfor the benefit of the Holders of the Class A Certificates and the Class B Certificates. The Trustee shall withdraw from [Seller hereby acknowledges][third party, pursuant to the Collateral Security Agreement and the Yield Maintenance Agreement], has acknowledged] that the Yield Maintenance Account and pay to itself any amounts remaining in the Initial Deposit, all Additional Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), Amounts and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be investment earnings thereon are owned for federal tax purposes directly by the Trusteeit, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, [Seller hereby agrees][third party has thereunder agreed] to treat the same as its assets (and (iiiearnings) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for federal income tax and all other purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A A-3 and Class A-5 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A A-3 and Class A-5 Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class A-3 and Class A-5 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A 1-A-2 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account Account, to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts Amount for the Class A 1-A-2 Certificates for such Distribution Date, Date and deposit such amounts amount in the Certificate Account for payment to the related Class A 1-A-2 Certificates pursuant to Section 4.04(a4.05(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance AgreementsAgreement, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee Securities Administrator shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty Securities Administrator pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein Subordinate Certificates and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a)Y Certificates. Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee Securities Administrator shall deposit all amounts received from the Yield Maintenance Provider under the Yield Maintenance Agreement into the Yield Maintenance Account immediately upon receipt. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement then on deposit therein and pay distribute such amounts in respect of any Basis Risk Shortfalls for the Subordinate Certificates on such Distribution Date, sequentially, to itself the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in that order, up to the amount of Basis Risk Shortfalls due for each such Class, and (ii) any amounts remaining in on deposit therein after distributions made pursuant to (i) above, and distribute such amounts to the Class Y Certificates. For any Distribution Date on which there is a payment under the Yield Maintenance Account after the Final Agreement and such Yield Maintenance Payment exceeds the related Yield Maintenance Distributable Amount, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class Y Certificates and shall be distributed to the Class Y Certificates pursuant to this Section 4.04. Under the Yield Maintenance Agreement and for each Distribution Date, the Class Y Certificates shall be entitled to a distribution equal to the sum of (i) such excess and (ii) the excess of the related Yield Maintenance Distributable Amount over the amount of unpaid Basis Risk Shortfalls with respect to the related Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the TrusteeHolder of the Class Y Certificates, and the Trustee Holder of the Class Y Certificates shall report all amounts of income, deductionreduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the TrusteeHolder of the Class Y Certificates. The Servicer Securities Administrator shall deliver terminate the Yield Maintenance Provider upon the occurrence of an event of default or termination event under the Yield Maintenance Agreement of which the Securities Administrator has actual knowledge. In the event that the Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Securities Administrator shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Subordinate Certificates, and to the Trustee an annual statement showing extent a replacement contract is available (x) from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the Subordinate Certificates), execute a replacement contract comparable to the Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by the Yield Maintenance Agreement; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider. On any Distribution Date on or prior to the Distribution Date in October 2009, if the aggregate Class Certificate Principal Balance of the Subordinate Certificates equals zero (but not including the Distribution Date on which such aggregate Class Certificate Principal Balance is reduced to zero), all amounts received by the Trustee, in its capacity as owner of Securities Administrator with respect to the Yield Maintenance Account for income tax purposesAgreement shall be distributed directly to the Class Y Certificateholder. After the Distribution Date in October 2009, as payments on or upon the termination of the Trust, the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer Agreement shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountbe terminated.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Yield Maintenance Account, into which amounts Yield Maintenance Payments received by the Trustee from the Cap Counterparty Securities Administrator pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B, Class 2-A-1C and Class X Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee Securities Administrator shall deposit all amounts received from the Yield Maintenance Provider under the Yield Maintenance Agreements into the Yield Maintenance Account immediately upon receipt. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement related to (a) the Class 1-A-1A Certificates, (b) the Class 1-A-1B Certificates, (c) the Class 2-A-1A and pay to itself Class 2-A-1B Certificates and (d) the Class 2-A-1C Certificates, as applicable, then on deposit therein and distribute such amounts in respect of any Basis Risk Shortfalls for such Class on such Distribution Date, pro rata, based on amounts due and (ii) any amounts remaining in on deposit therein after distributions made pursuant to (i) above, and distribute such amounts to the Class X Certificates. If the Seller or its affiliate is the Holder of a Class 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B, or Class 2-A-1C Certificate, the Seller or its affiliate shall remit to the Securities Administrator the portion of Yield Maintenance Distributable Amounts received by the Holder of such Certificate on any Distribution Date, and the Securities Administrator will remit such amounts to the Yield Maintenance Account after Provider. For purposes of this Agreement, the Final Yield Maintenance Payment DateSecurities Administrator shall have no duty to confirm that each amount received by it from the Seller or its affiliate with respect to the preceding sentence is the correct amount. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the TrusteeHolder of the Class X Certificates, and the Trustee Holder of the Class X Certificates shall report all amounts of income, deductionreduction, gain or loss accruing therefrom, therefrom and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the TrusteeHolder of the Class X Certificates. The Servicer Securities Administrator shall deliver terminate the Yield Maintenance Agreements upon the occurrence of an event of default or termination event under the related Yield Maintenance Agreements of which a Responsible Officer of the Securities Administrator has actual knowledge. In the event that a Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Securities Administrator shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Certificates related to such Yield Maintenance Agreement, and to the Trustee an annual statement showing extent a replacement contract is available (x) from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the related Certificates), execute a replacement contract comparable to such Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by such Yield Maintenance Agreement as certified to the Securities Administrator by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider. On any Distribution Date on or prior to the Distribution Date in February 2016, if the aggregate Class Certificate Principal Balance of the Certificates related to a Yield Maintenance Agreement equals zero (but not including the Distribution Date on which such aggregate Class Certificate Principal Balance is reduced to zero), all amounts received by the TrusteeSecurities Administrator with respect to such Yield Maintenance Agreement shall be distributed directly to the Class X Certificateholder. On the Distribution Date in March 2016 or upon the termination of the Trust, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer Agreements shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountbe terminated.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Yield Maintenance Account, into which amounts Yield Maintenance Payments received by the Trustee from the Cap Counterparty Securities Administrator pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A 1-A-1A and Class 1-A-1B Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee Securities Administrator shall deposit all amounts received from the Yield Maintenance Provider under the Yield Maintenance Agreement into the Yield Maintenance Account immediately upon receipt. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement related to (a) the Class 1-A-1A Certificates and pay to itself (b) the Class 1-A-1B Certificates, as applicable, then on deposit therein and distribute such amounts in respect of any Basis Risk Shortfalls for such Class on such Distribution Date, pro rata, based on amounts due and (ii) any amounts remaining in on deposit therein after distributions made pursuant to (i) above, and distribute such amounts to the Class X Certificates. If the Seller or its affiliate is the Holder of a Class 1-A-1A or Class 1-A-1B Certificate, the Seller or its affiliate shall remit to the Securities Administrator the portion of Yield Maintenance Distributable Amounts received by the Holder of such Certificate on any Distribution Date, and the Securities Administrator will remit such amounts to the Yield Maintenance Account after Provider. For purposes of this Agreement, the Final Yield Maintenance Payment DateSecurities Administrator shall have no duty to confirm that each amount received by it from the Seller or its affiliate with respect to the preceding sentence is the correct amount. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the TrusteeHolder of the Class X Certificates, and the Trustee Holder of the Class X Certificates shall report all amounts of income, deductionreduction, gain or loss accruing therefrom, therefrom and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the TrusteeHolder of the Class X Certificates. The Servicer Securities Administrator shall deliver terminate the Yield Maintenance Agreement upon the occurrence of an event of default or termination event under the related Yield Maintenance Agreement of which a Responsible Officer of the Securities Administrator has actual knowledge. In the event that a Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Securities Administrator shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Certificates related to such Yield Maintenance Agreement, and to the Trustee an annual statement showing extent a replacement contract is available (x) from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the related Certificates), execute a replacement contract comparable to such Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by such Yield Maintenance Agreement as certified to the Securities Administrator by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider. On any Distribution Date on or prior to the Distribution Date in June 2009, if the aggregate Class Certificate Principal Balance of the Certificates related to a Yield Maintenance Agreement equals zero (but not including the Distribution Date on which such aggregate Class Certificate Principal Balance is reduced to zero), all amounts received by the TrusteeSecurities Administrator with respect to such Yield Maintenance Agreement shall be distributed directly to the Class X Certificateholder. On the Distribution Date in June 2009 or upon the termination of the Trust, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer Agreement shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountbe terminated.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Yield Maintenance Account, into which amounts Yield Maintenance Payments received by the Trustee from the Cap Counterparty Securities Administrator pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A 1-A1, Class 1-A2, Class 1-B1, Class 1-B2, Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee Securities Administrator shall deposit all amounts received from the Yield Maintenance Provider under the Yield Maintenance Agreements into the Yield Maintenance Account immediately upon receipt. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement related to the Class 1-A1 Certificates then on deposit therein and pay to itself distribute such amounts in respect of any Basis Risk Shortfalls for such Class on such Distribution Date and (ii) any amounts remaining in on deposit therein after distributions made pursuant to (i) above shall be distributed amounts to the Class 1-X Certificates. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account after (i) the Final Yield Maintenance Payment Distributable Amount with respect to the Yield Maintenance Agreement related to the Class 1-A2 Certificates then on deposit therein and distribute such amounts in respect of any Basis Risk Shortfalls for such Class on such Distribution Date and (ii) any amounts remaining on deposit therein after distributions made pursuant to (i) above shall be distributed amounts to the Class 1-X Certificates. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement related to the Class 1-B1 Certificates then on deposit therein and distribute such amounts in respect of any Basis Risk Shortfalls for such Class on such Distribution Date and (ii) any amounts remaining on deposit therein after distributions made pursuant to (i) above shall be distributed amounts to the Class 1-X Certificates. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement related to the Class 1-B2 Certificates then on deposit therein and distribute such amounts in respect of any Basis Risk Shortfalls for such Class on such Distribution Date and (ii) any amounts remaining on deposit therein after distributions made pursuant to (i) above shall be distributed amounts to the Class 1-X Certificates. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement related to the Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates then on deposit therein and distribute such amounts in respect of any Basis Risk Shortfalls for such Classes on such Distribution Date, pro rata, based on amounts due and (ii) any amounts remaining on deposit therein after distributions made pursuant to (i) above shall be distributed amounts to the Class 2-X Certificates. If the Seller or its affiliate is the Holder of a Class 1-A1, Class 1-A2, Class 1-B1, Class 1-B2, Class 2-A1A, Class 2-A1B or Class 2-A1C Certificate, the Seller or its affiliate shall remit to the Securities Administrator the portion of Yield Maintenance Distributable Amounts received by the Holder of such Certificate on any Distribution Date, and the Securities Administrator will remit such amounts to the Yield Maintenance Provider. For purposes of this Agreement, the Securities Administrator shall have no duty to confirm that each amount received by it from the Seller or its affiliate with respect to the preceding sentence is the correct amount. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the TrusteeHolders of the Class 1-X (the portion attributable to amounts received under Yield Maintenance Agreements related to Group 1 Certificates) and Class 2-X Certificates (the portion attributable to amounts received under Yield Maintenance Agreements related to Group 2 Certificates), and the Trustee Holders of the Class 1-X and Class 2-X Certificates shall report all amounts of income, deductionreduction, gain or loss accruing therefrom, therefrom and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the TrusteeHolders of the Class 1-X and Class 2-X Certificates. The Servicer Securities Administrator shall deliver terminate the Yield Maintenance Agreements upon the occurrence of an event of default or termination event under the related Yield Maintenance Agreements of which a Responsible Officer of the Securities Administrator has actual knowledge. In the event that a Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Securities Administrator shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Certificates related to such Yield Maintenance Agreement, and to the Trustee an annual statement showing extent a replacement contract is available (x) from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the related Certificates), execute a replacement contract comparable to such Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by such Yield Maintenance Agreement as certified to the Securities Administrator by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider. On any Distribution Date on or prior to the Distribution Date in January 2011, if the Class Principal Balance of any of the Class 1-A1, Class 1-A2, Class 1-B1 or Class 1-B2 Certificates related to a Yield Maintenance Agreement equals zero (but not including the Distribution Date on which such Class Principal Balance is reduced to zero), all amounts received by the Trustee, Securities Administrator with respect to the related Yield Maintenance Agreement shall be distributed directly to the Class 1-X Certificateholders. On the Distribution Date in its capacity as owner January 2011 or upon the termination of the Trust, the related Yield Maintenance Account for income tax purposes, as payments Agreements shall be terminated. On any Distribution Date on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee or prior to the extent that any tax liability Distribution Date in June 2014, if the aggregate Class Principal Balance of the TrusteeClass 2-A1A, in its capacity as owner of the Yield Maintenance Account for income tax purposes Class 2-A1B or Class 2-A1C Certificates equals zero (but not including the amount of any tax liability resulting from the indemnity paymentDistribution Date on which such aggregate Class Principal Balance is reduced to zero), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, all amounts received by the Trustee from such accountSecurities Administrator with respect to the related Yield Maintenance Agreement shall be distributed directly to the Class 2-X Certificateholders. On the Distribution Date in June 2014 or upon the termination of the Trust, the related Yield Maintenance Agreement shall be terminated.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A CB-1 and Class CB-6 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account Account, to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A CB-1 and Class CB-6 Certificates for such Distribution Date, Date and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class CB-1 Certificates and for the Class CB-6 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On The Trustee is hereby authorized and directed, on or prior to the Closing Date, the Trustee shall to cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the applicable Cap Counterparty pursuant to the applicable Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A 1-A-1, Class 1-A-7, Class 1-A-12 and Class 2-CB-2 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A 1-A-1, Class 1-A-7, Class 1-A-12 and Class 2-CB-2 Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class 1-A-1, Class 1-A-7, Class 1-A-12 and Class 2-CB-2 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee institution acting as Trustee, both in its individual capacity and as Trustee, to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A 1-A-4 and Class 1-A-7 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A 1-A-4 and Class 1-A-7 Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a4.05(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class 1-A-4 and Class 1-A-7 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee institution acting as Trustee, both in its individual capacity and as Trustee, to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. (a) (i) In order to assure that sufficient amounts to make required distributions of interest to Certificateholders will be available, the Servicer shall establish and maintain with the Trustee a trust account: the "Yield Maintenance Account" which will include the money and other property deposited and held therein pursuant to this Section. Except as otherwise provided in this Agreement, the Yield Maintenance Account 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 Yield Maintenance Account 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 Trustee Seller [or third party] shall cause deposit an amount equal to be established and maintained the Yield Maintenance Account Initial Deposit into the Yield Maintenance Account. In addition, into which amounts received by on each subsequent Distribution Date, the Trustee from the Cap Counterparty Seller [or third party] shall, pursuant to the Yield Maintenance Agreements shall be deposited for Agreement [and the benefit of Collateral Security Agreement] deposit an amount equal to the Class A Certificates. On each Distribution Date, the Trustee shall withdraw from Additional Yield Maintenance Amount into the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a)Account. Amounts on deposit in the The Yield Maintenance Account shall not be invested and shall not part of the Trust but instead will be held in an interest-bearing accountfor the benefit of the Holders of the Class A Certificates and the Class B Certificates. The Trustee shall withdraw from [Seller hereby acknowledges][third party, pursuant to the Collateral Security Agreement and the Yield Maintenance Agreement], has acknowledged] that the Yield Maintenance Account and pay to itself any amounts remaining in the Initial Deposit, all Additional Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), Amounts and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be investment earnings thereon are owned for federal tax purposes directly by the Trusteeit, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, [Seller hereby agrees][third party has thereunder agreed] to treat the same as its assets (and (iiiearnings) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for federal income tax and all other purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Yield Maintenance Account, into which amounts Yield Maintenance Payments received by the Trustee from the Cap Counterparty Securities Administrator pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A LIBOR Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee Securities Administrator shall deposit all amounts received from the Yield Maintenance Provider under the Yield Maintenance Agreement into the Yield Maintenance Account immediately upon receipt. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement then on deposit therein and pay distribute such amounts in respect of any Basis Risk Shortfalls for such Class on such Distribution Date, first, to itself the Class A-1A and Class A-1B Certificates pro rata, based on amounts due, and second, to the Class B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order, and (ii) any amounts remaining in on deposit therein after distributions made pursuant to (i) above, and distribute such amounts to the Class X Certificates. If the Seller or its affiliate is the Holder of a LIBOR Certificate, the Seller or its affiliate shall remit to the Securities Administrator the portion of Yield Maintenance Distributable Amounts received by the Holder of such Certificate on any Distribution Date, and the Securities Administrator will remit such amounts to the Yield Maintenance Account after Provider. For purposes of this Agreement, the Final Yield Maintenance Payment DateSecurities Administrator shall have no duty to confirm that each amount received by it from the Seller or its affiliate with respect to the preceding sentence is the correct amount. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the TrusteeHolder of the Class X Certificates, and the Trustee Holder of the Class X Certificates shall report all amounts of income, deductionreduction, gain or loss accruing therefrom, therefrom and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the TrusteeHolder of the Class X Certificates. The Servicer Securities Administrator shall deliver terminate the Yield Maintenance Agreement upon the occurrence of an event of default or termination event under the Yield Maintenance Agreement of which a Responsible Officer of the Securities Administrator has actual knowledge. In the event that a Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Securities Administrator shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Certificates related to the Trustee an annual statement showing Yield Maintenance Agreement, and to the extent a replacement contract is available (x) from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the related Certificates), execute a replacement contract comparable to the Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by the Yield Maintenance Agreement as certified to the Securities Administrator by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider. On any Distribution Date on or prior to the Distribution Date in August 2015, if the aggregate Class Certificate Principal Balance of the LIBOR Certificates equals zero (but not including the Distribution Date on which such aggregate Class Certificate Principal Balance is reduced to zero), all amounts received by the Trustee, in its capacity as owner of Securities Administrator with respect to the Yield Maintenance Account for income tax purposesAgreement shall be distributed directly to the Class X Certificateholders. On the Distribution Date in September 2015 or upon the termination of the Trust, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer Agreement shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountbe terminated.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A 2-A-5 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account Account, to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts Amount for the Class A 2-A-5 Certificates for such Distribution Date, Date and deposit such amounts amount in the Certificate Account for payment to the related Class A 2-A-5 Certificates pursuant to Section 4.04(a4.05(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance AgreementsAgreement, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the The Indenture Trustee shall cause establish and maintain an account, for the benefit of the Indenture Trustee and the Noteholders, as a segregated account which shall be an Eligible Account (the "Yield Maintenance Account"). Pursuant to be established and maintained each Yield Maintenance Agreement, the Yield Maintenance AccountCounterparty shall have provided the Indenture Trustee and the Master Servicer with notice of the Net Yield Maintenance Payment, into which amounts if any, to be made by the Issuer to the Yield Maintenance Counterparty or the Net Yield Maintenance Amount or Yield Maintenance Amount, if any, to be paid by the Yield Maintenance Counterparty to the Indenture Trustee for the account of the Issuer pursuant to such Yield Maintenance Agreement for each Payment Date. Any Net Yield Maintenance Amounts or Yield Maintenance Amounts received by the Indenture Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements in connection with each such Payment Date shall be deposited for the benefit of the Class A Certificates. On each Distribution Date, the Trustee shall withdraw from into the Yield Maintenance Account to the extent funds are available therein and distributed as part of Monthly Excess Cashflow for such Payment Date in accordance with Section 5.06(d). Any Net Yield Maintenance Payment made by the statement received from the Servicer pursuant Issuer to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates Counterparty pursuant to any Swap Agreement shall be paid in accordance with Section 4.04(a5.06(b). Amounts on deposit Upon termination of all seven Yield Maintenance Agreements and payment of all amounts owed by the Yield Maintenance Counterparty thereunder, following application by the Indenture Trustee of funds in the Yield Maintenance Account shall not be invested on the next succeeding Payment Date to pay amounts owed pursuant to this Section and shall not be held in an interest-bearing account. The Section 5.06, the Indenture Trustee shall withdraw from terminate the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountAccount.

Yield Maintenance Account. On The Trustee is hereby authorized and directed, on or prior to the Closing Date, the Trustee shall to cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A A-1 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts Amount for the Class A A-1 Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related such Class A of Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment DateDate for the Class A-1 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance AgreementsAgreement, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee institution acting as Trustee, both in its individual capacity and as Trustee, to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee Securities Administrator, on behalf of the Trust Fund, shall cause to be established and maintained (a) the Yield Maintenance Account, into which amounts Yield Maintenance Payments received by the Trustee from the Cap Counterparty Securities Administrator pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the LIBOR Certificates and the Class A Certificates. On each Distribution DateX Certificates as provided in Section 5.01 and (b) the Collateral Account, the Trustee shall withdraw from the Yield Maintenance Account into which funds required to be held pursuant to the extent funds are available therein Credit Support Annex and in accordance with received by the statement received from the Servicer Securities Administrator pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a)Credit Support Annex shall be deposited. Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee Securities Administrator shall withdraw deposit all amounts received from the Yield Maintenance Account and pay to itself any amounts remaining in Provider under the Yield Maintenance Agreement into the Yield Maintenance Account after the Final Yield Maintenance Payment Dateimmediately upon receipt. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the TrusteeHolders of the Class X Certificates, and the Trustee Holders of the Class X Certificates shall report all amounts of income, deductionreduction, gain or loss accruing therefrom, therefrom and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the TrusteeHolders of the Class X Certificates. The Servicer Securities Administrator shall deliver terminate the Yield Maintenance Agreement upon the occurrence of an event of default or termination event under the related Yield Maintenance Agreement of which a Responsible Officer of the Securities Administrator has actual knowledge. In the event that a Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Securities Administrator shall, at the direction of Certificateholders evidencing Voting Rights representing not less than 50% of the LIBOR Certificates, and to the Trustee an annual statement showing extent a replacement contract is available (xfrom a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights representing not less than 50% of the LIBOR Certificates), execute a replacement contract comparable to such Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by such Yield Maintenance Agreement as certified to the Securities Administrator by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider. Funds required to be held pursuant to the Credit Support Annex shall be deposited into the Collateral Account. Funds posted by the Yield Maintenance Provider (or its credit support provider) in the Collateral Account shall be invested in Permitted Investments. Any interest earnings on such amounts shall be remitted to the Yield Maintenance Provider pursuant to the terms of the credit support annex to the Yield Maintenance Agreement. The Securities Administrator shall not be liable for any losses incurred on such investments. On the same Distribution Date as to which a shortfall exists with respect to a Yield Maintenance Payment Amount owed by the Yield Maintenance Provider as a result of its failure to make payments pursuant to the Yield Maintenance Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the Yield Maintenance Account and distributed as all or a portion of such Yield Maintenance Payment Amount pursuant to Section 5.01(a)(iii). Any amounts on deposit in the Collateral Account required to be returned to the Yield Maintenance Provider (or its credit support provider) as a result of (i) the amounts received by the Trustee, in its capacity as owner termination of the Yield Maintenance Account for income tax purposesAgreement, as payments on (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or (iv) otherwise pursuant to the Yield Maintenance AgreementsAgreement, shall be released directly to the Yield Maintenance Provider pursuant to the terms of the credit support annex to the Yield Maintenance Agreement. Upon the earlier of the Distribution Date in February 2016 and the termination of the Trust Fund, the Yield Maintenance Account shall be terminated. Upon the earlier of the Distribution Date in February 2016 and the termination of the Trust Fund, the Collateral Account shall be terminated and any amounts remaining in the Collateral Account shall be distributed as required pursuant to the terms of the Credit Support Annex. In the event that the Yield Maintenance Provider fails to perform any of its obligations under the Yield Maintenance Agreement (y) including, without limitation, its obligations to make any payment or transfer collateral), or breaches any of its representations and warranties under the amounts paid Yield Maintenance Agreement or in the event that an Event of Default, Termination Event, or Additional Termination Event occurs (as such terms are defined in the Yield Maintenance Agreement), the Securities Administrator, on behalf of the Trust Fund, shall (upon a Responsible Officer of the Securities Administrator receiving notice or becoming aware of the occurrence thereof), no later than the next Business Day following such failure, breach or occurrence, notify the Yield Maintenance Provider and give any notice of such failure and make any demand for payment pursuant to Certificateholders from such amounts receivedthe Yield Maintenance Agreement. The Servicer shall indemnify In the Trustee event that the Yield Maintenance Provider’s obligations under the Yield Maintenance Agreement are at any time guaranteed by a third party, then to the extent that the Yield Maintenance Provider fails to make any tax liability of the Trustee, in its capacity as owner payment or delivery required under terms of the Yield Maintenance Account for income tax purposes Agreement, the Securities Administrator, on behalf of the Trust Fund, shall (including upon a Responsible Officer of the amount Securities Administrator receiving notice or becoming aware of any tax liability resulting from the indemnity paymentoccurrence thereof), exceeds no later than the net funds (next Business Day following such failure, demand that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received such guarantor make any and all payments then required to be made by the Trustee from such accountapplicable guarantor.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts Yield Maintenance Payments received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A Yield Maintained Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall deposit all amounts received from the Yield Maintenance Provider under the Yield Maintenance Agreements into the Yield Maintenance Account immediately upon receipt. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account the Yield Maintenance Distributable Amount then on deposit therein with respect to the Yield Maintained Certificates and deposit such amounts in the Distribution Account for payment to the such Classes of Certificates. With respect to each Distribution Date on which a Yield Maintenance Payment is received under the Yield Maintenance Agreements, the Trustee will pay to itself any the Holders of the Yield Maintained Certificates from the Yield Maintenance Distributable Amount, up to the amount of current interest that the related Class would have been entitled to receive had the applicable note interest rate been calculated at the lesser of (a) One-Month LIBOR plus the applicable Margin for the related Accrual Period and (b) 11.00% per annum, to the extent not paid out of the Available Funds for such Payment Date. Any amounts remaining in the Distribution Account after distributions are made to the Yield Maintained Certificates from the Yield Maintenance Account after Distributable Amounts shall be distributed to the Final related Interest-Only Certificates. If the Seller or its affiliate is the Holder of a Yield Maintained Certificate, the Seller or its affiliate shall remit to the Trustee the portion of Yield Maintenance Payment Distributable Amounts received by the Holder of such Certificate on any Distribution Date, and the Trustee will remit such amounts to the Yield Maintenance Provider. For purposes of this Agreement, the Trustee shall have no duty to confirm that each amount received by it from the Seller or its affiliate with respect to the preceding sentence is the correct amount. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the TrusteeHolders of the Class X-1, Class X-2, Class X-3 and Class X-4 Certificates, and the Trustee Holders of the Class X-1, Class X-2, Class X-3 and Class X-4 Certificates shall report all amounts of income, deductionreduction, gain or loss accruing therefrom, therefrom and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the TrusteeHolders of the Class X-1, Class X-2, Class X-3 and Class X-4 Certificates. The Servicer Trustee shall deliver terminate the Yield Maintenance Agreements upon the occurrence of an event of default or termination event under the related Yield Maintenance Agreements of which a Responsible Officer of the Trustee has actual knowledge. In the event that a Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Certificates related to such Yield Maintenance Agreement, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the related Certificates), execute a replacement contract comparable to such Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by such Yield Maintenance Agreement as certified to the Trustee an annual statement showing by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider. On any Distribution Date on or prior to the Distribution Date in March 2014, if the Class Principal Balance of the Certificates related to a Yield Maintenance Agreement equals zero (x) but not including the Distribution Date on which such Class Principal Balance is reduced to zero), all amounts received by the TrusteeTrustee with respect to such Yield Maintenance Agreement shall be distributed directly to the Class X-1, Class X-2, Class X-3 or Class X-4 Certificateholder, as applicable. After the Distribution Date in its capacity as owner March 2014 or upon the termination of the Trust, the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer Agreements shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountbe terminated.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty distributed pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A and Class Y Certificates. On each Distribution Date, the Trustee shall perform a calculation equal to 1/12th of the product of (i) the excess, if any, of (x) LIBOR, subject to a maximum of 10.50%, over (y) the related Cap Strike Rate and (ii) the Class A Principal Balance immediately prior to such Distribution Date. To the extent amounts received under the Yield Maintenance Agreement exceed such calculated amount, the Trustee shall distribute such excess to the Class Y Certificates pursuant to Section 4.04(a). On each Distribution Date, the Trustee shall then withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Dateamounts on deposit therein, and deposit such amounts in the Certificate Account for payment to the related Class A and Class Y Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “"reserve fund” " for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “"outside reserve fund” " as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trusteeholder of the Class Y Certificate, and the Trustee holder of the Class Y Certificate shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner holder of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountClass Y Certificate.

Yield Maintenance Account. On or prior to the Closing Date, the The Indenture Trustee shall cause establish and maintain an account, for the benefit of the Indenture Trustee and the Noteholders, as a segregated account which shall be an Eligible Account (the “Yield Maintenance Account”). Pursuant to be established and maintained each Yield Maintenance Agreement, the Yield Maintenance AccountCounterparty shall have provided the Indenture Trustee and the Master Servicer with notice of the Net Yield Maintenance Payment, into which amounts if any, to be made by the Issuer to the Yield Maintenance Counterparty or the Net Yield Maintenance Amount or Yield Maintenance Amount, if any, to be paid by the Yield Maintenance Counterparty to the Indenture Trustee for the account of the Issuer pursuant to such Yield Maintenance Agreement for each Payment Date. Any Net Yield Maintenance Amounts or Yield Maintenance Amounts received by the Indenture Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements in connection with each such Payment Date shall be deposited for the benefit of the Class A Certificates. On each Distribution Date, the Trustee shall withdraw from into the Yield Maintenance Account to the extent funds are available therein and distributed as part of Monthly Excess Cashflow for such Payment Date in accordance with Section 5.06(d). Any Net Yield Maintenance Payment made by the statement received from the Servicer pursuant Issuer to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates Counterparty pursuant to any Swap Agreement shall be paid in accordance with Section 4.04(a5.06(b). Amounts on deposit Upon termination of all seven Yield Maintenance Agreements and payment of all amounts owed by the Yield Maintenance Counterparty thereunder, following application by the Indenture Trustee of funds in the Yield Maintenance Account shall not be invested on the next succeeding Payment Date to pay amounts owed pursuant to this Section and shall not be held in an interest-bearing account. The Section 5.06, the Indenture Trustee shall withdraw from terminate the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountAccount.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance AgreementsAgreement, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. (i) In order to assure that sufficient amounts to make required distributions of interest to Certificateholders will be available, the Servicer shall establish and maintain with the Trustee a trust account: the "Yield Maintenance Account" which will include the money and other property deposited and held therein pursuant to this Section. Except as otherwise provided in this Agreement, the Yield Maintenance Account 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 Yield Maintenance Account 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 Trustee Seller [or third party] shall cause deposit an amount equal to the Yield Maintenance Account Initial Deposit into the Yield Maintenance Account. In addition, on each subsequent Distribution Date, the Seller [or third party] shall, pursuant to the Yield Maintenance Agreement [and the Collateral Security Agreement] deposit an amount equal to the Additional Yield Maintenance Amount into the Yield Maintenance Account. The Yield Maintenance Account shall not be established 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][third party, pursuant to the Collateral Security Agreement and the Yield Maintenance Agreement], has acknowledged] that the Yield Maintenance Account Initial Deposit, all Additional Yield Maintenance Amounts and any investment earnings thereon are owned directly by it, and the [Seller hereby agrees][third party has thereunder agreed] to treat the same as its assets (and earnings) for federal income tax and all other purposes. (ii) In order to assure availability of the amounts maintained in the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty [third party has, pursuant to the Yield Maintenance Agreements shall be deposited for Agreement and the benefit of Collateral Security Agreement, sold, conveyed and transferred] [Seller hereby sells, conveys and transfers] to the Class A Certificates. On each Distribution DateTrustee, the Trustee shall withdraw from as collateral agent, and its successors and assigns, the Yield Maintenance Account Initial Deposit and all proceeds thereof and [pursuant to the extent funds are available therein Yield Maintenance Agreement and the Collateral Security Agreement has pledged][hereby pledges] to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Yield Maintenance Account from time to time under the Yield Maintenance Agreement, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting interest or net investment earnings attributable to investment of the Yield Maintenance Account 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 each Yield Maintenance Deposit, if applicable, comprising a portion of Available Interest to be distributed in accordance with Section 4.06 and this Section on any Distribution Date, 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 Yield Maintenance Account in accordance with the statement received from terms and provisions of this Section. (b) Consistent with the Servicer pursuant to Section 4.02(b)limited purposes for which such trusts are granted, on each Distribution Date the amount of the related Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution DateDeposit, and deposit such amounts in the Certificate Account for payment if any, to the related Class A Certificates pursuant to Section 4.04(a). Amounts extent amounts on deposit in the Yield Maintenance Account are sufficient therefor, shall be available for distribution as provided in Section 4.06 (in determining and distributing Available Interest) and, on each Distribution Date, if the amount on deposit in the Yield Maintenance Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Maintenance Amount, the Trustee will distribute any remaining amounts to the Seller [or third party]. Upon any such distribution to the Seller [or third party], the Certificateholders will have no further rights in, or claims to, such amount. (i) Amounts held in the Yield Maintenance Account shall be invested in the manner specified in Section 4.01(b). Such investments shall not be invested 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 [or third party] and shall not be held in an interest-bearing accountpayable by the Trustee to the Seller [or third party] on each Distribution Date. The Trustee Realized losses, if any, on investment of the Yield Maintenance Account shall withdraw from be charged first against undistributed investment earnings attributable to the Yield Maintenance Account and pay then against the Yield Maintenance Account. (ii) With respect to itself any amounts remaining the Yield Maintenance Account, [the Seller and the Trustee agree] [, in the Yield Maintenance Account after Agreement and the Final Collateral Security Agreement, the Seller, the third party and the Trustee have agreed] that: (A) any Yield Maintenance Payment Date. To Account property that is held in deposit accounts shall be held solely in the extent that it constitutes a “reserve fund” for purposes name of the REMIC ProvisionsTrustee, 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 Yield Maintenance Account established hereunder as described in Section 4.07(a)(i); such deposit account shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), subject to the exclusive custody and in that regard (i) such fund shall be an outside reserve fund and not an asset control of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts have sole signature authority with respect thereto; (B) any Yield Maintenance Account property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (i) of incomethe definition of the term "Delivery" and shall be held, deductionpending maturity or disposition, gain solely by the Trustee, as collateral agent or loss accruing therefroma 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 Yield Maintenance Account 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 Yield Maintenance Account as described in such paragraph; and (D) any Yield Maintenance Account 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) amounts transferred by of the REMIC to definition of the fund term "Delivery" and shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received 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 owner collateral agent. Effective upon Delivery of the Yield Maintenance Account property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Yield Maintenance Account property for income tax purposesvalue, as payments on in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees [and, pursuant to the Yield Maintenance AgreementsAgreement and the Collateral Security Agreement, the third party has agreed,] 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 (yincluding, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to [the amounts paid Seller] [the third party] delivered to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The [third party][Seller and/or the Servicer], as owner 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 Yield Maintenance Account for income tax purposes Account. (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess d) Upon termination of the amount Trust pursuant to Section 10.01, any amounts on deposit in clause (x) above over the amount in clause (y) above)Yield Maintenance Account, if anyafter payment of all amounts due to the Certificateholders, received by shall be paid to the Trustee from such account[Seller][third party].

Yield Maintenance Account. On or prior The Trustee is hereby directed to establish and maintain with itself, a separate, segregated account titled “Xxxxx Fargo Bank, N.A., as Trustee, in trust for the Closing Dateregistered Holders of HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-10” (the Trustee shall cause to be established and maintained the “Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited ”) for the benefit of the Class A Offered Certificates. On each Distribution Date, the Trustee shall withdraw from the The Yield Maintenance Account to 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 of the extent funds are available therein and in accordance with the statement received from the Servicer Trustee held pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a)this Agreement. Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The On each Distribution Date, the Administrator shall remit the Yield Maintenance Payment Amount to the Trustee for deposit into the Yield Maintenance Account for distribution by the Trustee pursuant to the priorities set forth in Section 5.01(h). If the Seller or its affiliate is the Holder of an Offered Certificate or Class B-7 Certificate, the Seller or its affiliate shall remit to the Trustee the portion of Yield Maintenance Distributable Amount received by the Holder of such Certificate on any Distribution Date, and the Trustee shall withdraw remit such amounts to the Yield Maintenance Provider. For purposes of this Agreement, the Trustee shall have no duty to confirm that each amount received by it from the Seller or its affiliate with respect to the preceding sentence is the correct amount. The Administrator and the Trustee shall terminate the Yield Maintenance Agreement upon the occurrence of an event of default or termination event under the Yield Maintenance Agreement of which a Responsible Officer of the Trustee has actual knowledge. In the event that the Yield Maintenance Agreement is terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates and the Class B-7 Certificates, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates and the Class B-7 Certificates), direct the Administrator to execute a replacement contract comparable to the such Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by such Yield Maintenance Agreement as certified to the Administrator by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Account and pay to itself any amounts remaining in Provider. Upon the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes earlier of the REMIC ProvisionsDistribution Date in October 2013 and the termination of the Trust Fund, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountterminated.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A 3-A-4 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A 3-A-4 Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a4.05(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class 3-A-4 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee institution acting as Trustee, both in its individual capacity and as Trustee, to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment DateDate for the Class A Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the applicable Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A 1-A-3 and Class 2-CB-3 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account Account, to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A 1-A-3 and Class 2-CB-3 Certificates for such Distribution Date, Date and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a4.05(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class 1-A-3 and Class 2-CB-3 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A 1-CB-3 and Class 2-A-3 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account Account, to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A 1-CB-3 and Class 2-A-3 Certificates for such Distribution Date, Date and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class 1-CB-3 Certificates and for the Class 2-A-3 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On The Trustee is hereby authorized and directed, on or prior to the Closing Date, the Trustee shall to cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the applicable Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A A-1B and Class A-2 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A A-1B and Class A-2 Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class A-1B and Class A-2 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee institution acting as Trustee, both in its individual capacity and as Trustee, to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the related Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a4.05(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A 1-A-7 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts Amount for the Class A 1-A-7 Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a4.05(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee institution acting as Trustee, both in its individual capacity and as Trustee, to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior The Securities Administrator is hereby directed to establish and maintain with itself, a separate, segregated account titled “Xxxxx Fargo Bank, N.A., as Administrator, on behalf of Deutsche Bank National Trust Company, as Trustee, in trust for the Closing Dateregistered Holders of HarborView Mortgage Loan Trust, Mortgage Loan Pass-Through Certificates, Series 2006-7” (the Trustee shall cause to be established and maintained the “Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited ”) for the benefit of the Class A Offered Certificates. On each Distribution Date, the Trustee shall withdraw from the The Yield Maintenance Account to 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 of the extent funds are available therein and in accordance with the statement received from the Servicer Securities Administrator held pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a)this Agreement. Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee On each Distribution Date, the Administrator shall withdraw from remit the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC Amount to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of Securities Administrator for deposit into the Yield Maintenance Account for income tax purposesdistribution by the Securities Administrator pursuant to the priorities set forth in Section 5.01(h). If the Seller or its affiliate is the Holder of an Offered Certificate, as payments the Seller or its affiliate shall remit to the Securities Administrator the portion of Yield Maintenance Distributable Amounts received by the Holder of such Certificate on any Distribution Date, and the Securities Administrator will remit such amounts to the Yield Maintenance AgreementsProvider. For purposes of this Agreement, the Securities Administrator shall have no duty to confirm that each amount received by it from the Seller or its affiliate with respect to the preceding sentence is the correct amount. The Securities Administrator shall terminate the Yield Maintenance Agreement upon the occurrence of an event of default or termination event under the Yield Maintenance Agreement of which a Responsible Officer of the Securities Administrator has actual knowledge. In the event that the Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Securities Administrator shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the TrusteeOffered Certificates), in its capacity as owner of the execute a replacement contract comparable to such Yield Maintenance Account for income tax purposes (including Agreement providing interest rate protection which is equal to the then-existing protection provided by such Yield Maintenance Agreement as certified to the Securities Administrator by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any tax liability resulting early termination payment received from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountYield Maintenance Provider.

Yield Maintenance Account. On or prior The Trustee is hereby directed to establish and maintain with itself, a separate, segregated account titled “Deutsche Bank National Trust Company, as Trustee, in trust for the Closing Dateregistered Holders of HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-SB1” (the Trustee shall cause to be established and maintained the “Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited ”) for the benefit of the Offered Certificates and the Class A M-7 Certificates. On each Distribution Date, the Trustee shall withdraw from the The Yield Maintenance Account to 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 of the extent funds are available therein and in accordance with the statement received from the Servicer Trustee held pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a)this Agreement. Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The On each Distribution Date, the Administrator shall remit the Yield Maintenance Payment Amount to the Trustee for deposit into the Yield Maintenance Account for distribution by the Trustee pursuant to the priorities set forth in Section 5.01(f). If the Seller or its affiliate is the Holder of an Offered Certificate or Class M-7 Certificate, the Seller or its affiliate shall remit to the Trustee the portion of Yield Maintenance Distributable Amounts received by the Holder of such Certificate on any Distribution Date, and the Trustee shall withdraw remit such amounts to the Yield Maintenance Provider. For purposes of this Agreement, the Trustee shall have no duty to confirm that each amount received by it from the Seller or its affiliate with respect to the preceding two sentences is the correct amount. The Administrator and the Trustee shall terminate the Yield Maintenance Agreement upon the occurrence of an event of default or termination event under the Yield Maintenance Agreement of which a Responsible Officer of the Trustee has actual knowledge. In the event that the Yield Maintenance Agreement is terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates and the Class M-7 Certificates, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates and the Class M-7 Certificates), direct the Administrator to execute a replacement contract comparable to the such Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by such Yield Maintenance Agreement as certified to the Administrator by the Depositor, provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Account and pay to itself any amounts remaining in Provider. Upon the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes earlier of the REMIC ProvisionsDistribution Date in July 2014 and the termination of the Trust Fund, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountterminated.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A 2-A-3 and Class 4-CB-3 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account Account, to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A 2-A-3 and Class 4-CB-3 Certificates for such Distribution Date, Date and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a4.05(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class 2-A-3 and Class 4-CB-3 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Yield Maintenance Account, into which amounts Yield Maintenance Payments received by the Trustee from the Cap Counterparty Securities Administrator pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A B-1, Class B-2 and Class B-3 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee Securities Administrator shall deposit all amounts received from the Yield Maintenance Provider under the Yield Maintenance Agreements into the Yield Maintenance Account immediately upon receipt. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement related to the Class B-1 Certificates then on deposit therein and pay to itself distribute such amounts in respect of any Basis Risk Shortfalls for such Class on such Distribution Date and (ii) any amounts remaining in on deposit therein after distributions made pursuant to (i) above shall be distributed amounts to the Class X Certificates. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account after (i) the Final Yield Maintenance Payment Distributable Amount with respect to the Yield Maintenance Agreement related to the Class B-2 Certificates then on deposit therein and distribute such amounts in respect of any Basis Risk Shortfalls for such Class on such Distribution Date and (ii) any amounts remaining on deposit therein after distributions made pursuant to (i) above shall be distributed amounts to the Class X Certificates. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement related to the Class B-3 Certificates then on deposit therein and distribute such amounts in respect of any Basis Risk Shortfalls for such Classes on such Distribution Date, pro rata, based on amounts due and (ii) any amounts remaining on deposit therein after distributions made pursuant to (i) above shall be distributed amounts to the Class X Certificates. If the Seller or its affiliate is the Holder of a Class B-1, Class B-2 or Class B-3 Certificate, the Seller or its affiliate shall remit to the Securities Administrator the portion of Yield Maintenance Distributable Amounts received by the Holder of such Certificate on any Distribution Date, and the Securities Administrator will remit such amounts to the Yield Maintenance Provider. For purposes of this Agreement, the Securities Administrator shall have no duty to confirm that each amount received by it from the Seller or its affiliate with respect to the preceding sentence is the correct amount. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the TrusteeHolders of the Class X Certificates, and the Trustee Holders of the Class X Certificates shall report all amounts of income, deductionreduction, gain or loss accruing therefrom, therefrom and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the TrusteeHolders of the Class X Certificates. The Servicer Securities Administrator shall deliver terminate the Yield Maintenance Agreements upon the occurrence of an event of default or termination event under the related Yield Maintenance Agreements of which a Responsible Officer of the Securities Administrator has actual knowledge. In the event that a Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Securities Administrator shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Certificates related to such Yield Maintenance Agreement, and to the Trustee an annual statement showing extent a replacement contract is available (x) from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the related Certificates), execute a replacement contract comparable to such Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by such Yield Maintenance Agreement as certified to the Securities Administrator by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider. On any Distribution Date on or prior to the Distribution Date in May 2016, if the Class Principal Balance of any of the Class B-1, Class B-2 or Class B-3 Certificates related to a Yield Maintenance Agreement equals zero (but not including the Distribution Date on which such Class Principal Balance is reduced to zero), all amounts received by the TrusteeSecurities Administrator with respect to the related Yield Maintenance Agreement shall be distributed directly to the Class X Certificateholders. On the Distribution Date in May 2016 or upon the termination of the Trust, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer Agreements shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountbe terminated.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A 2-A-3, Class 4-A-2 and Class 5-A-6 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account Account, to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A 2-A-3, Class 4-A-2 and Class 5-A-6 Certificates for such Distribution Date, Date and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a4.05(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class 2-A-3, Class 4-A-2 and Class 5-A-6 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior (a) The Securities Administrator is hereby directed by the Depositor to the Closing Date, the Trustee shall cause to be established execute and maintained deliver the Yield Maintenance AccountAgreement on behalf of the Trust, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A A-1 and the Class X Certificates (the “Yield Maintenance Agreement”), in the form presented to it by the Depositor and shall have no responsibility for the contents, adequacy or sufficiency of the Yield Maintenance Agreement, including, without limitation, the representations and warranties contained therein. Each Holder of a Class A-1 or Class X Certificate is deemed, by acceptance of such Certificate, to authorize the Securities Administrator to execute and deliver the Yield Maintenance Agreement. (b) The Securities Administrator shall establish and maintain an account, for the benefit of the Class A-1 and Class X Certificates, as a segregated non-interest bearing trust account which shall be an Eligible Account (the “Yield Maintenance Account”). Pursuant to the Yield Maintenance Agreement, the Yield Maintenance Counterparty shall have provided the Securities Administrator, the Trustee and the Master Servicer with notice of the Yield Maintenance Amount, if any, to be paid by the Yield Maintenance Counterparty to the Securities Administrator for the account of the Trust pursuant to the Yield Maintenance Agreement for each Distribution Date. Any Yield Maintenance Amount received by the Securities Administrator pursuant to the Yield Maintenance Agreement in connection with each such Distribution Date shall be deposited into the Yield Maintenance Account. On each Distribution Date, the Trustee Securities Administrator on behalf of the Trust shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such distribute amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested to the Holders of the Class A-1 and shall not be held Class X Certificates in an interest-bearing account. The Trustee shall withdraw from accordance with Section 5.01(a)(i)(C). (c) Upon termination of the Yield Maintenance Account Agreement and pay to itself any payment of all amounts remaining owed by the Yield Maintenance Counterparty thereunder, following application by the Securities Administrator of funds in the Yield Maintenance Account after on the Final Yield Maintenance Payment Date. To next succeeding Distribution Date to pay amounts owed pursuant to this Section and Section 5.01, the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, Securities Administrator shall terminate the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountAccount.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Yield Maintenance Account, into which amounts Yield Maintenance Payments received by the Trustee from the Cap Counterparty Securities Administrator pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A 2-A1, Class 2-A2A, Class 2-A2B and Class 2-X Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee Securities Administrator shall deposit all amounts received from the Yield Maintenance Provider under the Yield Maintenance Agreement into the Yield Maintenance Account immediately upon receipt. On each Distribution Date, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount with respect to the Yield Maintenance Agreement related to the Class 2-A1, Class 2-A2A and pay to itself Class 2-A2B Certificates then on deposit therein and distribute such amounts in respect of any Basis Risk Shortfalls for such Class on such Distribution Date, pro rata, based on amounts due and (ii) any amounts remaining in on deposit therein after distributions made pursuant to (i) above, and distribute such amounts to the Class 2-X Certificates. If the Seller or its affiliate is the Holder of a Class 2-A1, Class 2-A2A or Class 2-A2B Certificate, the Seller or its affiliate shall remit to the Securities Administrator the portion of Yield Maintenance Distributable Amounts received by the Holder of such Certificate on any Distribution Date, and the Securities Administrator will remit such amounts to the Yield Maintenance Account after Provider. For purposes of this Agreement, the Final Yield Maintenance Payment DateSecurities Administrator shall have no duty to confirm that each amount received by it from the Seller or its affiliate with respect to the preceding sentence is the correct amount. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the TrusteeHolder of the Class 2-X Certificates, and the Trustee Holder of the Class 2-X Certificates shall report all amounts of income, deductionreduction, gain or loss accruing therefrom, therefrom and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the TrusteeHolder of the Class 2-X Certificates. The Servicer Securities Administrator shall deliver terminate the Yield Maintenance Agreement upon the occurrence of an event of default or termination event under the Yield Maintenance Agreement of which a Responsible Officer of the Securities Administrator has actual knowledge. In the event that a Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Securities Administrator shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Certificates related to the Trustee an annual statement showing Yield Maintenance Agreement, and to the extent a replacement contract is available (x) from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the related Certificates), execute a replacement contract comparable to the Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by the Yield Maintenance Agreement as certified to the Securities Administrator by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider. On any Distribution Date on or prior to the Distribution Date in November 2013, if the aggregate Class Certificate Principal Balance of the Certificates related to the Yield Maintenance Agreement equals zero (but not including the Distribution Date on which such aggregate Class Certificate Principal Balance is reduced to zero), all amounts received by the Trustee, in its capacity as owner of Securities Administrator with respect to the Yield Maintenance Account for income tax purposesAgreement shall be distributed directly to the Class 2-X Certificateholder. On the Distribution Date in November 2013 or upon the termination of the Trust, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer Agreement shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountbe terminated.

Yield Maintenance Account. On (a) The Securities Administrator is hereby directed by the Depositor to execute and deliver the Yield Maintenance Agreements on behalf of the Trust, for the benefit of the Class A1, Class A2, Class A3 and Class A4 Certificateholders, in the forms presented to it by the Depositor and shall have no responsibility for the contents, adequacy or prior sufficiency of the Yield Maintenance Agreements, including, without limitation, the representations and warranties contained therein. Each Holder of a Certificate is deemed, by acceptance of such Certificate, to authorize the Closing DateSecurities Administrator to execute and deliver the Yield Maintenance Agreements. (b) The Securities Administrator shall establish and maintain an account, for the benefit of the Class A1, Class A2, Class A3 and Class A4 Certificateholders, as a segregated non-interest bearing trust account which shall be an Eligible Account (the “Yield Maintenance Account”). Pursuant to each Yield Maintenance Agreement, the Yield Maintenance Counterparty shall have provided the Securities Administrator, the Trustee shall cause to be established and maintained the Master Servicer with notice of the Yield Maintenance AccountAmount, into which amounts if any, to be paid by the Yield Maintenance Counterparty to the Securities Administrator for the account of the Trust pursuant to such Yield Maintenance Agreement for each Distribution Date. Any Yield Maintenance Amounts received by the Trustee from the Cap Counterparty Securities Administrator pursuant to the Yield Maintenance Agreements in connection with each such Distribution Date shall be deposited for into the benefit of the Class A CertificatesYield Maintenance Account. On each Distribution Date, the Trustee Securities Administrator on behalf of the Trust shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such distribute amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw the following order of priority: concurrently, a) to the Holders of the Class A1 Certificates, from amounts received from the Yield Maintenance Account Agreement relating to the Class A1 Certificates, an amount up to any Available Funds Cap Shortfall Amount with respect to such Class for such Distribution Date; b) to the Holders of the Class A2 Certificates, from amounts received from the Yield Maintenance Agreement relating to the Class A2 Certificates, an amount up to any Available Funds Cap Shortfall Amount with respect to such Class for such Distribution Date; c) to the Holders of the Class A3 Certificates, from amounts received from the Yield Maintenance Agreement relating to the Class A3 Certificates, an amount up to any Available Funds Cap Shortfall Amount with respect to such Class for such Distribution Date; and d) to the Holders of the Class A4 Certificates, from amounts received from the Yield Maintenance Agreement relating to the Class A4 Certificates, an amount up to any Available Funds Cap Shortfall Amount with respect to such Class for such Distribution Date; second, to the Holders of the Class A-X Certificates. (c) Upon termination of all of the Yield Maintenance Agreements and pay to itself any payment of all amounts remaining owed by the Yield Maintenance Counterparty thereunder, following application by the Securities Administrator of funds in the Yield Maintenance Account after on the Final Yield Maintenance Payment Date. To next succeeding Distribution Date to pay amounts owed pursuant to this Section and Section 5.02, the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, Securities Administrator shall terminate the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountAccount.

Yield Maintenance Account. (a) On or prior to before the Closing Date, the Trustee shall cause to be established have established, and maintained thereafter shall maintain, a Yield Maintenance Account which is an Eligible Account, in the form of one or more separate custodial accounts, titled "Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates, Series 2003-A (Vanderbilt Mortgage and Finance, Inc., Seller), in trust for the Trustee." The monies in the Yield Maintenance AccountAccount shall not be invested. If the Trustee shall not receive timely payment of all amounts payable by the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement, into which then the Trustee shall demand immediate payment of all amounts due from the Yield Maintenance Agreement Provider. The Trustee shall deposit in the Yield Maintenance Account any amounts received by the Trustee from the Cap Counterparty Yield Maintenance Agreement Provider pursuant to the Yield Maintenance Agreements Agreement. (b) On each Remittance Date, prior to making any distributions pursuant to Section 6.01 but subject to clause (d) below, the Trustee shall withdraw any Yield Maintenance Amount from the Yield Maintenance Account and distribute such amount as follows: (i) an amount equal to the Basis Risk Shortfall Amount, if any, to the Class AV Certificates, together with any previously undistributed Basis Risk Shortfall Amount due on the Class AV Certificates in respect of prior Remittance Dates; (ii) an amount equal to the Available Funds Shortfall, if any, to the certificates in the order of priority provided in clauses A(ii) through A(xi) or clauses B(ii) through B(xi) under Section 6.01(a), as applicable; and (iii) any remaining amount to Vanderbilt; (c) The Yield Maintenance Account is an outside reserve fund and shall be part of the Trust but not part of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Yield Maintenance Account. Vanderbilt shall beneficially own the monies in the Yield Maintenance Account for federal tax purposes. (d) If the Yield Maintenance Agreement is terminated prior to the Remittance Date in November 2014, then any early termination payment received by the Trustee shall be deposited for in the benefit of the Class A CertificatesYield Maintenance Account. On each Distribution DateRemittance Date following such early termination, the Trustee shall withdraw from the Yield Maintenance Account and distribute only that portion of the Yield Maintenance Amount needed to make distributions, if any, required by clauses (i) and (ii) of Section 6.03(b). The balance of the extent funds are available therein Yield Maintenance Account shall remain on deposit and be withdrawn and distributed on future Remittance Dates in accordance with the statement received from preceding sentence, until the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts amount on deposit in the Yield Maintenance Account is reduced to zero. On the final Remittance Date, any Yield Maintenance Amount remaining after making the distributions required by clauses (i) and (ii) of Section 6.03(b) shall not be invested distributed to Vanderbilt pursuant to clause (iii) of Section 6.03(b). (e) In the event of any termination of the Trust pursuant to Section 11.01(a)(ii) hereof which is prior to November 7, 2014 (the termination date of the Yield Maintenance Agreement) the Trustee shall, at the direction of Vanderbilt and shall not be held with the consent of the Yield Maintenance Agreement Provider, either (i) sell the Yield Maintenance Agreement to a third party for fair market value or (ii) agree to the termination of the Yield Maintenance Agreement in an interestexchange for a close-bearing account. The Trustee shall withdraw out payment from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h)Agreement Provider, and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMICeither case, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds remit the net funds (that is, the excess proceeds of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountsale or termination agreement to Vanderbilt.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A Certificates (other than the Class A-1A2 Certificates). On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates (other than the Class A-1A2 Certificates) for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A 1-A-3 and Class 2-A-2 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account Account, to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A 1-A-3 and Class 2-A-2 Certificates for such Distribution Date, Date and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class 1-A-3 Certificates and for the Class 2-A-2 Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income federal tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income federal tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A A-1 Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts Amount for the Class A A-1 Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a4.05(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee institution acting as Trustee, both in its individual capacity and as Trustee, to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements shall be deposited for the benefit of the Class A Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the Final Yield Maintenance Payment Date. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee institution acting as Trustee, both in its individual capacity and as Trustee, to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.

Yield Maintenance Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield Maintenance Account, into which amounts Yield Maintenance Payments received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A 2-A1A2 and Class X-2B Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall deposit all amounts received from the Yield Maintenance Provider under the Yield Maintenance Agreement into the Yield Maintenance Account immediately upon receipt. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account the Yield Maintenance Distributable Amount then on deposit therein with respect to the Class 2-A1A2 Certificates and deposit such amounts in the Distribution Account for payment to the such Class of Certificates. With respect to each Distribution Date on which a Yield Maintenance Payment is received under the Yield Maintenance Agreement, the Trustee will pay to itself any the Class 2-A1A2 Certificateholders from the Yield Maintenance Distributable Amount, up to the amount of current interest that such Class would have been entitled to receive had the applicable note interest rate been calculated at the lesser of (a) One-Month LIBOR plus the applicable Margin for the related Accrual Period and (b) 11.00% per annum, to the extent not paid out of the Available Funds for such Payment Date. Any amounts remaining in the Distribution Account after distributions are made to the Class 2-A1A2 Certificates from the Yield Maintenance Account after Distributable Amounts shall be distributed to the Final Class X-2B Certificates. If the Seller or its affiliate is the Holder of a Class 2-A1A2 Certificate, the Seller or its affiliate shall remit to the Trustee the portion of Yield Maintenance Payment Distributable Amounts received by the Holder of such Certificate on any Distribution Date, and the Trustee will remit such amounts to the Yield Maintenance Provider. For purposes of this Agreement, the Trustee shall have no duty to confirm that each amount received by it from the Seller or its affiliate with respect to the preceding sentence is the correct amount. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the TrusteeHolder of the Class X-2B Certificates, and the Trustee Holder of the Class X-2B Certificates shall report all amounts of income, deductionreduction, gain or loss accruing therefrom, therefrom and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the TrusteeHolder of the Class X-2B Certificates. The Servicer Trustee shall deliver terminate the Yield Maintenance Agreement upon the occurrence of an event of default or termination event under the Yield Maintenance Agreement of which a Responsible Officer of the Trustee has actual knowledge. In the event that the Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Certificates related to such Yield Maintenance Agreement, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the related Certificates), execute a replacement contract comparable to such Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by the Yield Maintenance Agreement as certified to the Trustee an annual statement showing by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider. On any Distribution Date on or prior to the Distribution Date in April 2016, if the Class Certificate Principal Balance of the Certificates related to the Yield Maintenance Agreement equals zero (x) but not including the Distribution Date on which such Class Certificate Principal Balance is reduced to zero), all amounts received by the TrusteeTrustee with respect to such Yield Maintenance Agreement shall be distributed directly to the Class X-2B Certificateholder. After the Distribution Date in April 2016 or upon the termination of the Trust, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer Agreement shall indemnify the Trustee to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such accountbe terminated.

Yield Maintenance Account. On The Trustee is hereby authorized and directed, on or prior to the Closing Date, the Trustee shall to cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the applicable Yield Maintenance Agreements Agreement shall be deposited for the benefit of the Class A A-1B and Class A-2B Certificates. On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for the Class A A-1B and Class A-2B Certificates for such Distribution Date, and deposit such amounts in the Certificate Account for payment to the related Class A such Classes of Certificates pursuant to Section 4.04(a). Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account. The Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account after the later of the Final Yield Maintenance Payment DateDate for the Class A-1B and Class A-2B Certificates. To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. The Servicer shall deliver to the Trustee an annual statement showing (x) the amounts received by the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes, as payments on the Yield Maintenance Agreements, and (y) the amounts paid to Certificateholders from such amounts received. The Servicer shall indemnify the Trustee institution acting as Trustee, both in its individual capacity and as Trustee, to the extent that any tax liability of the Trustee, in its capacity as owner of the Yield Maintenance Account for income tax purposes (including the amount of any tax liability resulting from the indemnity payment), exceeds the net funds (that is, the excess of the amount in clause (x) above over the amount in clause (y) above), if any, received by the Trustee from such account.