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).
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(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, THE
INSURER AND THE CLASS B NOTEHOLDERS 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 ACCOUNT IS NO LONGER TO BE MAINTAINED AT THE INDENTURE
TRUSTEE, THE SERVICER SHALL, WITH THE INDENTURE TRUSTEE'S ASSISTANCE AS
NECESSARY, CAUSE THE PREFUNDING 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