INDENTURE TRUSTEE) A SEGREGATED TRUST ACCOUNT DESIGNATED AS THE RESERVE
ACCOUNT (THE "RESERVE ACCOUNT").
THE RESERVE ACCOUNT SHALL BE HELD IN TRUST FOR
THE BENEFIT OF THE CLASS A NOTEHOLDERS, THE SERVICER AND THE INSURER.
THE
RESERVE ACCOUNT SHALL BE UNDER THE SOLE DOMINION AND CONTROL OF THE INDENTURE
TRUSTEE; PROVIDED, HOWEVER, THAT THE SERVICER MAY MAKE DEPOSITS TO AND DIRECT
THE INDENTURE TRUSTEE IN WRITING TO MAKE WITHDRAWALS FROM THE RESERVE ACCOUNT IN
ACCORDANCE WITH THIS AGREEMENT AND THE INDENTURE.
ON THE CLOSING DATE, THE
TRUST SHALL DEPOSIT THE INITIAL RESERVE ACCOUNT DEPOSIT INTO THE RESERVE ACCOUNT
FROM THE NET PROCEEDS OF THE SALE OF THE NOTES.
ON EACH ADDITIONAL CONTRACT
PURCHASE DATE, THE RESERVE ACCOUNT SHALL BE FUNDED BY DEPOSITS FROM PROCEEDS OF
THE SALE BY THE DEPOSITOR OF ADDITIONAL CONTRACTS TO THE TRUST IN AN AMOUNT
EQUAL TO 1.0% OF THE AGGREGATE PRINCIPAL BALANCE OF THE ADDITIONAL CONTRACTS AS
OF THE APPLICABLE CUTOFF DATE.
PURSUANT TO THE INDENTURE, THE TRUST WILL PLEDGE
ALL OF ITS RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE RESERVE ACCOUNT AND
THE RESERVE ACCOUNT PROPERTY TO THE INDENTURE TRUSTEE FOR THE BENEFIT OF THE
NOTEHOLDERS AND THE INSURER TO SECURE ITS OBLIGATIONS UNDER THE NOTES AND THE
INDENTURE.
(B)
THE RESERVE ACCOUNT PROPERTY SHALL, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, RULES AND REGULATIONS, BE INVESTED, AS
DIRECTED IN WRITING BY THE SERVICER, BY THE BANK OR TRUST COMPANY THEN
MAINTAINING THE RESERVE ACCOUNT IN ELIGIBLE INVESTMENTS THAT MATURE NOT LATER
THAN THE BUSINESS DAY PRECEDING THE NEXT PAYMENT DATE.
ALL SUCH ELIGIBLE
INVESTMENTS SHALL BE HELD TO MATURITY.
ALL INTEREST AND OTHER INCOME (NET OF
LOSSES AND INVESTMENT EXPENSES) ON FUNDS ON DEPOSIT IN THE RESERVE ACCOUNT
SHALL, AT THE WRITTEN DIRECTION OF THE SERVICER, BE PAID TO THE TRUST ON ANY
PAYMENT DATE TO THE EXTENT THAT FUNDS ON DEPOSIT THEREIN, AS CERTIFIED BY THE
SERVICER, EXCEED THE REQUIRED RESERVE ACCOUNT AMOUNT.
IF THE RESERVE ACCOUNT IS
NO LONGER TO BE MAINTAINED AT THE INDENTURE TRUSTEE, THE SERVICER SHALL, WITH
THE INDENTURE TRUSTEE'S ASSISTANCE AS NECESSARY, CAUSE THE RESERVE ACCOUNT TO BE
MOVED TO AN ELIGIBLE INSTITUTION WITHIN TEN (10) BUSINESS DAYS (OR SUCH LONGER
PERIOD NOT TO EXCEED THIRTY (30) CALENDAR DAYS AS TO WHICH EACH RATING AGENCY
AND THE INSURER (PROVIDED THAT NO INSURER DEFAULT SHALL HAVE OCCURRED AND IS
CONTINUING) MAY CONSENT).
THE SERVICER SHALL PROMPTLY NOTIFY THE INSURER
(PROVIDED THAT NO INSURER DEFAULT SHALL HAVE OCCURRED AND IS CONTINUING) AND THE
INDENTURE TRUSTEE OF ANY CHANGE IN THE ACCOUNT NUMBER OR LOCATION OF THE RESERVE
ACCOUNT.
(C)
WITH RESPECT TO ANY RESERVE ACCOUNT
PROPERTY:
(I)
ANY RESERVE ACCOUNT PROPERTY THAT IS A
"FINANCIAL ASSET" AS DEFINED IN SECTION 8-102(A)(9) OF THE RELEVANT UCC SHALL BE
PHYSICALLY DELIVERED TO, OR CREDITED TO AN ACCOUNT IN THE NAME OF, THE ELIGIBLE
INSTITUTION MAINTAINING THE RESERVE ACCOUNT, IN ACCORDANCE WITH SUCH
INSTITUTION'S CUSTOMARY PROCEDURES SUCH THAT SUCH INSTITUTION ESTABLISHES A
"SECURITIES ENTITLEMENT" IN FAVOR OF THE INDENTURE TRUSTEE