RESERVE ACCOUNT
AGREES TO TREAT AS "FINANCIAL ASSETS" AS DEFINED IN SECTION 8-102(A)(9) OF THE
UCC.
(D)
IF THE RESERVE ACCOUNT AMOUNT FOR ANY
PAYMENT DATE (AFTER GIVING EFFECT TO THE WITHDRAWAL OF THE RESERVE ACCOUNT DRAW
AMOUNT FOR SUCH PAYMENT DATE) EXCEEDS THE REQUIRED RESERVE ACCOUNT AMOUNT FOR
SUCH PAYMENT DATE, THE SERVICER SHALL, UNLESS AN EVENT OF DEFAULT
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HAS OCCURRED AND IS CONTINUING, INSTRUCT THE INDENTURE TRUSTEE IN WRITING TO
DISTRIBUTE, AND THE INDENTURE TRUSTEE UPON RECEIPT OF SUCH INSTRUCTIONS SHALL
DISTRIBUTE, THE AMOUNT OF SUCH EXCESS TO THE PAYING AGENT FOR DISTRIBUTION TO
THE DEPOSITOR IN ACCORDANCE WITH SECTION 5.2 OF THE TRUST AGREEMENT.
THE
INDENTURE TRUSTEE HEREBY RELEASES, ON EACH PAYMENT DATE, ITS SECURITY INTEREST
IN, TO AND UNDER RESERVE ACCOUNT PROPERTY DISTRIBUTED TO THE DEPOSITOR PURSUANT
TO THIS SECTION 3.6.
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE
SERVICER SHALL INSTRUCT THE INDENTURE TRUSTEE TO APPLY, AND THE INDENTURE
TRUSTEE UPON RECEIPT OF SUCH INSTRUCTIONS SHALL APPLY, THE AMOUNT OF SUCH EXCESS
IN THE RESERVE ACCOUNT TO THE COLLECTION ACCOUNT FOR APPLICATION TO AVAILABLE
FUNDS PURSUANT TO SECTION 3.5(D).
(E)
IF THE CLASS A NOTE BALANCE AND ALL OTHER
AMOUNTS OWING OR TO BE DISTRIBUTED HEREUNDER OR UNDER THE INDENTURE TO THE CLASS
A NOTEHOLDERS AND THE INSURER HAVE BEEN PAID IN FULL AND THE TRUST HAS BEEN
TERMINATED, ANY REMAINING RESERVE ACCOUNT PROPERTY SHALL BE DISTRIBUTED TO THE
DEPOSITOR IN ACCORDANCE WITH SECTION 5.2 OF THE TRUST AGREEMENT.
SECTION 3.7.
PREFUNDING ACCOUNT.
(A)
THE TRUST SHALL ESTABLISH, OR SHALL CAUSE
TO BE ESTABLISHED, ON OR BEFORE THE CLOSING DATE, AND SHALL MAINTAIN IN THE NAME
OF THE INDENTURE TRUSTEE AT AN ELIGIBLE INSTITUTION (WHICH SHALL INITIALLY BE
THE INDENTURE TRUSTEE) A SEGREGATED TRUST ACCOUNT DESIGNATED AS THE PREFUNDING
ACCOUNT (THE "PREFUNDING ACCOUNT").
THE PREFUNDING ACCOUNT SHALL BE HELD IN
TRUST FOR THE BENEFIT OF THE INSURER AND THE NOTEHOLDERS.
THE PREFUNDING
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 PREFUNDING ACCOUNT IN
ACCORDANCE WITH THIS AGREEMENT AND THE INDENTURE.
ALL MONIES DEPOSITED FROM
TIME TO TIME IN THE PREFUNDING ACCOUNT PURSUANT TO THIS AGREEMENT SHALL BE HELD
BY THE INDENTURE TRUSTEE AS PART OF THE TRUST PROPERTY AND SHALL BE APPLIED AS
PROVIDED IN THIS AGREEMENT.
ALL DEPOSITS TO AND WITHDRAWALS FROM THE PREFUNDING
ACCOUNT SHALL BE MADE ONLY UPON THE TERMS AND CONDITIONS OF THE TRANSACTION
DOCUMENTS.
(B)
ALL AMOUNTS HELD IN THE PREFUNDING ACCOUNT
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 PREFUNDING ACCOUNT IN ELIGIBLE INVESTMENTS THAT MATURE NOT
LATER THAN THE BUSINESS DAY PRECEDING THE PAYMENT DATE FOLLOWING THE COLLECTION
PERIOD TO WHICH SUCH AMOUNTS RELATE.
ALL SUCH ELIGIBLE INVESTMENTS SHALL BE
HELD TO MATURITY.
IF THE PREFUNDING