Common use of Basis Risk Reserve Fund Clause in Contracts

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator shall establish and maintain in the name of the Trustee, in the Separate Interest Trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys of the Securities Administrator held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On No later than the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteewith itself a separate, in the Separate Interest Trust for the benefit of the holders of the Class 1A-2 and Class X Certificatessegregated trust account titled, the "Basis Risk Reserve Fund, into which JPMorgan Chase Bank, N.A., as trustee, in trust for registered Holders of Bear Stearns Asset Backed Securities Trust 2005-1, Asset-Backed Certificates, Xxxxxs 2005-1." The Trustee shall, promptly upon receipt, deposit in the Depositor shall deposit Basis Risk Reserve Fund an amount equal to $1,0005,000 to be remitted on the Closing Date to the Trustee. The Securities Administrator on behalf of On each Distribution Date, the Trustee shall hold will, to the Interest Rate Cap Agreement extent of any remaining Net Monthly Excess Cashflow and any remaining Excess Yield Maintenance Amount following the distribution of any remaining Net Monthly Excess Cashflow and any remaining Excess Yield Maintenance Amount on such Distribution Date as an asset set forth in Section 5.04(a)(iii) clauses first through third, deposit any remaining Net Monthly Excess Cashflow and any remaining Excess Yield Maintenance Amount in the Basis Risk Reserve Fund. The On each Distribution Date as to which there is a Basis Risk Carry Forward Amount payable to the Holders of the Class A Certificates, the Trustee has been directed by the Class B-IO Certificateholders to, and therefore will, deposit into the Basis Risk Reserve Fund the amounts set forth in clause fifth of Section 5.04(a)(iii), rather than distributing such amounts to the Class B-IO Certificateholders. On any such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, and will distribute such 77 amounts to the Holders of such Class A Certificates as set forth in clause fifth of Section 5.04(a)(iii). On each Distribution Date as to which there is a Basis Risk Carry Forward Amount payable to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, the Trustee has been directed by the Class B-IO Certificateholders to, and therefore will, deposit into the Basis Risk Reserve Fund the amounts set forth in clause sixth of Section 5.04(a)(iii), rather than distributing such amounts to the Class B-IO Certificateholders. On any such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the applicable Class M Certificates, and will distribute such amounts to the Holders of such Class M Certificates as set forth in clause sixth of Section 5.04(a)(iii). For federal and state income tax purposes, the Class B-IO Certificateholders will be deemed to be the owners of the Basis Risk Reserve Fund and all amounts deposited into the Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys of the Securities Administrator held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any treated as amounts distributed by REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions II to the Holders of the Class 1A-2 B-IO Certificates, on a pro rata basis based on their respective entitlements to interest. Upon the termination of the Trust Fund, or the earlier payment in full of the principal and all unpaid Basis Risk Carry Forward Amounts of the Class A Certificates pursuant and the Class M Certificates, and the Holders of the Class B-IO Certificates are no longer entitled to Section 3.05(c)interest, the Securities Administrator shall distribute the all amounts then remaining on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund will be released by the Trust and shall be evenly distributed to the Class 1A-2 Certificates in the amount of B-IO Certificateholders (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Datesor their respective designees). On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the The Basis Risk Reserve Fund pursuant will be part of the Trust but not part of any REMIC, and any payments to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit Holders of the Class X CertificateholderA Certificates or the Class M Certificates of Basis Risk Carry Forward Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1). The Class X Certificate Trustee shall evidence ownership of keep records that accurately reflect the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund. By accepting a Class B-IO Certificate, such funds shall be invested in money market funds as each Class B-IO Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Basis Risk Reserve Fund the amounts described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the above on each Distribution Date on as to which there is any Basis Risk Carry Forward Amount, rather than distributing such amounts to the Class Principal Balance B-IO Certificateholders. By accepting a Class B-IO Certificate, each Class B-IO Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of each of the Class 1A-2 Certificates which is reduced to zero and (ii) the termination of the Trust Estate, acknowledged by such acceptance. The Trustee shall hold uninvested any amounts remaining that may be on deposit in the Basis Risk Reserve Fund shall be distributed from time to the Class X Certificateholder. (e) time. For federal income tax return and information reporting purposes, the Securities Administrator shall treat rights of the holders Holders of the Class 1A-2 A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to receive such notional principal contract, all holders of the Class X Certificates distributions shall be treated as having agreed to pay Basis Risk Shortfalls assigned a value determined by the Depositor and reported by it to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing DateTrustee.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Capital, a Division of Xxxxxx Brothers Holdings Inc. (“Xxxxxx Capital”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Basis Risk Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. (b) The Trustee shall account for the Cap Agreement as though it comprised two component cap agreements – the Basis Risk Cap and the Class X Cap. The Basis Risk Reserve Fund Class X Cap shall not be an asset of any REMIC the Trust Fund or the Basis Risk Reserve Fund. On each Distribution Date the Trustee shall distribute to the Class X Certificateholder pursuant to Section 5.02(e)(iii)(G) of this Agreement any payments made by the Cap Provider to the Trust Estate established hereby. Fund for such Distribution Date with respect to the Class X Cap, and the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. On each Distribution Date the Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Basis Risk Cap, (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls Cap and (c) the Basis Risk Payment, if any, for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesDate. On any Distribution Date, any amounts that the Securities Administrator Trustee is not required to distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(e)(iii) of this Section 3.04(b) Agreement shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and Xxxxxx Capital on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Xxxxxx Capital shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder Xxxxxx Capital as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of the aggregate Class Principal Amount of the Offered Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount shall not be an asset of the Trust Fund and, after deposit instead, shall be paid into and distributed out of any portion of Interest Rate Cap Amounts remaining after distributions to a separate trust created by this Agreement for the Holders benefit of the Class 1A-2 Certificates X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(g)(iii)(D), . On each Distribution Date the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator shall distribute to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(g)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Counterparty to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Capital, a Division of Xxxxxx Brothers Holdings Inc. (“Xxxxxx Capital”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Basis Risk Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. (b) The Trustee shall account for the Cap Agreement as though it comprised two component cap agreements – the Basis Risk Cap and the Class X Cap. The Basis Risk Reserve Fund Class X Cap shall not be an asset of any REMIC the Trust Fund or the Basis Risk Reserve Fund. On each Distribution Date the Trustee shall distribute to the Class X Certificateholder pursuant to Section 5.02(f)(iii)(G) of this Agreement any payments made by the Cap Provider to the Trust Estate established hereby. Fund for such Distribution Date with respect to the Class X Cap, and the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. On each Distribution Date the Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(f)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Basis Risk Cap, (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls Cap and (c) the Basis Risk Payment, if any, for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesDate. On any Distribution Date, any amounts that the Securities Administrator Trustee is not required to distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(f)(iii) of this Section 3.04(b) Agreement shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and Xxxxxx Capital on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Xxxxxx Capital shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder Xxxxxx Capital as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of the Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders Class X Certificates shall instead be deposited in the Basis Risk Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1A-2 Certificates 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, the Securities Administrator, as Paying Agent, shall withdraw first from the Yield Maintenance Account, the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 3.05(c4.04 and Section 5.01(a)(iii), and then from the Securities Administrator shall distribute Basis Risk Reserve Fund the amounts then amount of any remaining Basis Risk Shortfall for such Classes of Certificates, pursuant to Section 5.01(a)(iii). If on any Distribution Date the amount on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund is not sufficient to make a full distribution of the Basis Risk Shortfall with respect to the Class 1A-2 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates remaining after application of funds available therefor in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution DateYield Maintenance Account, any amounts that the Securities Administrator is not required to distribute from Administrator, as Paying Agent, shall withdraw the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain entire amount on deposit in the Basis Risk Reserve FundFund and distribute such amount to such Classes of Certificates on a pro rata basis based on the amount of Basis Risk Shortfall due each such Class. On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, the Securities Administrator, as Paying Agent, after making the distributions described in the immediately preceding paragraph to the Class 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, sequentially, in that order. Funds remaining in the Basis Risk Reserve Fund on any Distribution Date after funding the payment of Basis Risk Shortfalls for such Distribution Date will be allocated to the Class X Certificates, up to the amount of the Required Reserve Fund Deposit for such Distribution Date. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderCertificateholders. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X Certificateholders. (de) [Reserved]. (f) [Reserved]. (g) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderCertificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trustee, in the Separate Supplemental Interest Trust for the benefit of the holders of the Class 1A-2 1-A1 and Class X Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Class 1-A1 Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate Fund established hereby. (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders Trustee on behalf of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator Supplemental Interest Trust shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereonFund representing the Interest Rate Cap Amount for such Distribution Date first, to the Holders of the Class 1A-2 Certificates 1-A1 Certificates, in an amount equal to the amount product of (i) any remaining Basis Risk Shortfalls one-twelfth and (ii) the excess, if any, of LIBOR for such Distribution Date (up to a maximum of 9.00% per annum) over 5.50% and (iii) the applicable notional amount under the Class and 1-A1 Cap Agreement for such Distribution Date and (ii) second, to the Holders of the Class 1-A1 Certificates, in an amount up to any Unpaid Basis Risk Shortfalls for on the Class 1-A1 Certificates. Any portion of the Interest Rate Cap Amount remaining after such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that distributions together with the Securities Administrator is not required to distribute from Required Reserve Fund Deposit shall be retained in the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain for distribution on deposit in the Basis Risk Reserve Fundfuture Distribution Dates. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investmentsremain uninvested. (d) Upon the earlier earliest to occur of (i) the Distribution Date on which the Class Principal Balance of each Amount of the Class 1A-2 1-A1 Certificates is reduced to zero and zero, (ii) the termination of the a Section 7.01(c) Purchase Event or (iii) a Trust EstateFund Termination Event, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator Trustee shall treat the holders of the Class 1A-2 1-A1 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls to the holders of the Class 1A-2 1-A1 Certificates. Any payments to the Class 1A-2 1-A1 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III V hereof or otherwise, the Securities Administrator Trustee shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 1-A1 Certificates, the Securities Administrator Trustee shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 $ 47,831.91 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the a Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit first, the Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-2 Certificates shall instead be deposited in the Basis Risk Reserve Fund to the extent of the X-2 Required Reserve Fund Deposit and to the extent required to fund payment of any portion of Class X-1 Shortfall for such Distribution Date, second, the Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders Class X-1 Certificates shall instead be deposited in the Basis Risk Reserve Fund to the extent of the X-1 Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1A-2 Certificates 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, the Trustee shall withdraw first, from the Yield Maintenance Account, the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 3.05(c3.33 and Section 5.01(a)(iii), and then from Basis Risk Reserve Fund the Securities Administrator shall distribute amount of any remaining Basis Risk Shortfall for the amounts then Class 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, pursuant to Section 5.01(a)(iv). If on any Distribution Date the amount on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund is not sufficient to make a full distribution of the Basis Risk Shortfall with respect to the Class 1A-2 Certificates 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, and in the case of the Class 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, remaining after application of funds available therefor in the Yield Maintenance Account, the Trustee shall withdraw the entire remaining amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundFund and distribute such amount to such Classes of Certificates on a pro rata basis. On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, the Trustee shall, after making the distributions described in the immediately preceding paragraph to the Class 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, and after making distributions of interest on and principal to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates pursuant to Section 5.01(a)(v)(A) through Section 5.01(a)(v)(N), distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, sequentially, in that order. Funds remaining in the Basis Risk Reserve Fund on any Distribution Date after funding the payment of Basis Risk Shortfalls for such Distribution Date will be allocated, first, to the Class X-1 Certificates, up to the amount of the X-1 Required Reserve Fund Deposit for such Distribution Date and second, to the Class X-2 Certificates, up to the amount of the X-2 Required Reserve Fund Deposit for such Distribution Date. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderX-2 Certificateholders. The Class X Certificate X-2 Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder X-2 Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X X-2 Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X-2 Certificateholders. (de) Upon Except as provided expressly hereunder, the earlier Trustee shall have no obligation to occur invest and reinvest cash held in the Basis Risk Reserve Fund in the absence of timely and specific written investment direction from the Depositor. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction. (f) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self interest for (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced serving as investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to zero and certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Trustee does not guarantee the performance of any Permitted Investment. (g) Upon termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderX-2 Certificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator shall establish and maintain in the name of the Trustee’s name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the a Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Basis Risk Reserve Fund will be held in trust by the Securities Administrator on behalf of the Trustee shall hold holders of the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve FundLIBOR Certificates. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders of the Class 1A-2 X Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit instead be deposited in the Basis Risk Reserve Fund, including any earnings thereon, Fund to the Class 1A-2 Certificates in extent of the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Required Reserve Fund pursuant to this Section 3.04(b) Deposit, provided that no portion of the Termination Price shall remain on deposit be deposited in the Basis Risk Reserve Fund. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class A1A, Class A1B or Class A1C Certificates, the Securities Administrator, shall withdraw from the Basis Risk Reserve Fund the amount of any remaining Basis Risk Shortfall for such Classes of Certificates, pursuant to Section 5.01(a)(ii). If on any Distribution Date the amount on deposit in the Basis Risk Reserve Fund is not sufficient to make a full distribution of the Basis Risk Shortfall, the Securities Administrator shall withdraw the entire amount on deposit in the Basis Risk Reserve Fund and distribute such amount to such Classes of Certificates on a pro rata basis based on the amount of Basis Risk Shortfall due each such Class. On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Certificates, the Securities Administrator, after making the distributions described in the immediately preceding paragraph to the Class A1A, Class A1B and Class A1C Certificates, shall distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, sequentially, in that order. Funds remaining in the Basis Risk Reserve Fund on any Distribution Date after funding the payment of Basis Risk Shortfalls for such Distribution Date will be remitted to the Interest-Only Certificates, up to the amount of the Required Reserve Fund Deposit. (d) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderCertificateholders. The Class X Certificate Interest-Only Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Certificateholders shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder Certificateholder(s) as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X Certificateholders. (de) Except as expressly provided hereunder, the Securities Administrator shall have no obligation to invest cash held in the Basis Risk Reserve Fund in the absence of timely and specific written investment direction from the Depositor. In no event shall the Securities Administrator be liable for the selection of investments or for investment losses incurred thereon. The Securities Administrator shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction. (f) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderCertificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A1, Class A2, Class A3, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7 and Class B Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(d)(iii)(J). On each Distribution Date, the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator shall distribute to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(d)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator shall establish and maintain in the its name of the Trustee, in the Separate Interest Trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which will be comprised of three subaccounts: the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the “Basis Risk Reserve FundFund X-1 Subaccount,” the “Basis Risk Reserve Fund X-2 Subaccount” and the “Basis Risk Reserve Fund X-3 Subaccount” (each, a “Subaccount”). The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall X-1 Subaccount will be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys in trust for the benefit of the Securities Administrator held pursuant to this AgreementHolders of the Class 1-A-1, Class 1-A-2A and Class 1-A-2B Certificates. The Basis Risk Reserve Fund shall X-2 Subaccount will be held in trust for the benefit of the Holders of the Class 2-A Certificates. The Basis Risk Reserve Fund X-3 Subaccount will be held in trust for the benefit of the Holders of the Subordinate Certificates. The Basis Risk Reserve Fund will not be an asset of any REMIC or REMIC. Amounts on deposit in the Trust Estate established herebyrelated Subaccount of the Basis Risk Reserve Fund will be the sole source of payments to the holders of the LIBOR Certificates with respect to any Basis Risk Shortfalls on such certificates. (b) On each Distribution Date, after deposit of any portion of (i) Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders Class X-1 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-1 Subaccount to the extent of the applicable Required Reserve Fund Deposit, (ii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class 1A-2 X-2 Certificates pursuant shall instead be deposited in the Basis Risk Reserve Fund X-2 Subaccount to Section 3.05(c)the extent of the applicable Required Reserve Fund Deposit, and (iii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-3 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-3 Subaccount to the extent of the applicable Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to any Class of the LIBOR Certificates, the Securities Administrator shall distribute withdraw from the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to the Class 1A-2 Certificates in the amount related Subaccount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund the amount of such Basis Risk Shortfall, with respect to the Class 1-A-1, Class 1-A-2A, Class 1-A-2B and Class 2-A Certificates, or the amount of such Basis Risk Shortfall remaining after application of any Yield Maintenance Payments, with respect to the Subordinate Certificates, for distribution on such Distribution Date pursuant to this Section 3.04(bSections 5.01(a)(v) shall remain on deposit in the Basis Risk Reserve Fundand (vii), as applicable. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in a Subaccount of the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderX-1, Class X-2 or Class X-3 Certificateholders, as applicable. The Class X Certificate X-1, Class X-2 and Class X-3 Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder X-1, Class X-2 or Class X-3 Certificateholder(s), as applicable, shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder X-1, Class X-2 or Class X-3 Certificateholder, as applicable, as to investment of funds on deposit in the related Subaccount of the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X-1, Class X-2 or Class X-3 Certificateholders, as applicable. (de) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, Fund any amounts remaining in a Subaccount of the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderX-1, Class X-2 or Class X-3 Certificateholders, as applicable. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of the aggregate Class Principal Amount of the LIBOR Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount shall not be an asset of the Trust Fund and, after deposit instead, shall be paid into and distributed out of any portion of Interest Rate Cap Amounts remaining after distributions to a separate trust created by this Agreement for the Holders benefit of the Class 1A-2 Certificates X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(e)(iii)(C). On each Distribution Date, the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator shall distribute to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Counterparty to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the First American Government Obligations Fund, Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.A.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders Holders of the Class 1A-2 A, Class M and Class X B-1 Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation limitation, other moneys of held by the Securities Administrator held Trustee pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established herebyIndenture. (b) On the Closing Date, $1,000 will be deposited by the Depositor into the Basis Risk Reserve Fund. On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions the Trustee shall transfer from the Certificate Account to the Holders of the Class 1A-2 Certificates Basis Risk Reserve Fund pursuant to Section 3.05(c)4.02(b)(iv) Z., the Securities Administrator shall distribute the amounts then Required Reserve Fund Deposit. Amounts on deposit in the Basis Risk Reserve FundFund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A, including any earnings thereon, Class M and Class B-1 Certificates pursuant to Section 4.02(b)(iv) N. through X. to the extent Monthly Excess Cashflow on such date are insufficient to make such payments. Any such amounts distributed shall be treated for federal tax purposes as amounts distributed by REMIC IV to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesX-1 Certificateholders. On any Distribution Date, any amounts that on deposit in the Securities Administrator is Basis Risk Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv) Z. (c) [reserved]; (d) Funds in the Basis Risk Reserve Fund may be invested in Eligible Investments by the Trustee at the written direction of the Majority in Interest Class X-1 Certificates. Any net investment earnings on such amounts shall be payable to the Holder of the Class X-1 Certificates on each Distribution Date. In the absence of such written direction, all funds in the Basis Risk Reserve Fund shall be invested by the Trustee in the First American Prime Obligations Fund, Class A. Amounts held in the Basis Risk Reserve Fund from time to time shall continue to constitute assets of the Trust Fund, but not required to distribute of REMIC I, REMIC II, REMIC III or REMIC IV, until released from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the 3.23. The Basis Risk Reserve Fund. (cFund constitutes an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) Funds in and is not an asset of REMIC I, REMIC II, REMIC III or REMIC IV. For all federal tax purposes, amounts transferred by REMIC III to the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on treated as amounts in the Basis Risk Reserve Fund shall be for the benefit of distributed by REMIC IV to the Class X CertificateholderX-1 Certificateholders. The Class X Certificate X-1 Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit thereinpurposes. The Class X Certificateholder Trustee shall be liable have no liability for losses on investments in Eligible Investments made pursuant to this Section 3.23(d) (other than as obligor on any losses incurred on such investments). In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust EstateFund, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Holder of the Class X CertificateholderX-1 Certificates in the same manner as if distributed pursuant to Section 4.02(b)(iv) Z. hereof. (e) For federal income tax purposes, On the Securities Administrator shall treat Distribution Date immediately after the holders Distribution Date on which the aggregate Class Principal Balance of the Class 1A-2 A, Class M and Class B-1 Certificates as having entered into a notional principal contract with equals zero, any amounts on deposit in the holders Basis Risk Reserve Fund not payable on the Class A, Class M and Class B-1 Certificates shall be distributed to the Holder of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 X-1 Certificates in light of the foregoing shall not be payments with respect same manner as if distributed pursuant to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date4.02(b)(iv) Z. hereof.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 2-A2A, Class 2-A2B, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class X B-6 Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the a Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders X-IO Component of the Class 1A-2 X Certificates shall instead be deposited in the Basis Risk Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 2-A2A and Class 2-A2B Certificates, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw first from the Yield Maintenance Account, the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 3.05(c4.05 and Section 5.01(a)(v), and then from Basis Risk Reserve Fund, the Securities Administrator shall distribute amount of any such remaining Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 5.01(a)(iv). If on any Distribution Date the amounts then amount on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund is not sufficient to make a full distribution of the Basis Risk Shortfall with respect to the Class 1A-2 2-A2A and Class 2-A2B Certificates remaining after application of funds available therefor in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution DateYield Maintenance Account, any amounts that the Securities Administrator is not required to distribute from shall withdraw the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain entire amount on deposit in the Basis Risk Reserve FundFund and distribute such amount to such Classes of Certificates on a pro rata basis. On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, the Securities Administrator, after making the distributions described in the immediately preceding paragraph to the Class 2-A2A and Class 2-A2B Certificates, distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, sequentially, in that order. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderCertificateholders. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (vvi) of the definition of Permitted Investments. (d) Upon Investments in Article I. For all Federal income tax purposes, amounts transferred by the earlier Upper-Tier REMIC to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X CertificateholderCertificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders Holders of the Class 1A-2 AV Certificates and Class X the Subordinate Certificates Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation limitation, other moneys of held by the Securities Administrator held Trustee pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On the Closing Date, $5,000 will be deposited by the Seller into the Basis Risk Reserve Fund. On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions the Trustee shall transfer from the Distribution Account to the Holders of the Class 1A-2 Certificates Basis Risk Reserve Fund pursuant to Section 3.05(c4.02(b)(xxvi), the Securities Administrator Basis Risk Reserve Fund Deposit. Following the deposit of the Basis Risk Reserve Fund Deposit in the Basis Risk Reserve Fund on such Distribution Date pursuant to Section 4.02(b)(xx) hereof, the Trustee shall distribute the withdraw any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund in the following amounts and order of priority: (i) amounts attributable to Monthly Excess Cashflow Amounts in respect of Loan Group 1 to the Class 1A-2 AV Certificates in the amount of (i) any remaining Basis Risk Shortfalls unpaid Net Rate Carryover Amounts for such Class and such Distribution Date and Classes; (ii) to the Class M-1 Certificates, any Basis Risk Shortfalls unpaid Net Rate Carryover Amounts for such Class; (iii) to the Class that remain M-2 Certificates, any unpaid from prior Distribution DatesNet Rate Carryover Amounts for such Class; (iv) to the Class M-3 Certificates, any unpaid Net Rate Carryover Amounts for such Class; (v) to the Class B-1 Certificates, any unpaid Net Rate Carryover Amounts for such Class; (vi) to the Class B-2 Certificates, any unpaid Net Rate Carryover Amounts for such Class; (vii) to the Class B-3 Certificates, any unpaid Net Rate Carryover Amounts for such Class. (viii) to the Class B-4 Certificates, any unpaid Net Rate Carryover Amounts for such Class; and (ix) to the Class B-5 Certificates, any unpaid Net Rate Carryover Amounts for such Class. Any such amounts distributed shall be treated for federal tax purposes as amounts distributed by the Class X REMIC to the Class X Interest. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundFund in excess of the Required Basis Risk Reserve Fund Amount shall be distributed first to the Class N Certificates and then to the Class X Certificates in the same manner as if distributed pursuant to Sections 4.02(b)(xxvii) and (xxviii) hereof. (c) Funds in the Basis Risk Reserve Fund shall may be invested in Permitted InvestmentsEligible Investments by the Trustee at the direction of the majority holder of the Class X Certificates. Any earnings on amounts In the absence of such direction, funds in the Basis Risk Reserve Fund shall remain uninvested. Any net investment earnings on such amounts shall be for the benefit of payable to the Class X CertificateholderCertificates. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining Amounts held in the Basis Risk Reserve Fund from time to time shall be distributed continue to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders constitute assets of the Class 1A-2 Certificates as having entered into a notional principal contract with Trust Fund, but not of any REMIC created hereunder, until released from the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls Reserve Fund pursuant to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code this Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date4.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Capital, a Division of Xxxxxx Brothers Holdings Inc. (“Xxxxxx Capital”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Basis Risk Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. (b) The Trustee shall account for the Cap Agreement as though it comprised two component cap agreements – the Basis Risk Cap and the Class X Cap. The Basis Risk Reserve Fund Class X Cap shall not be an asset of any REMIC the Trust Fund or the Basis Risk Reserve Fund. On each Distribution Date the Trustee shall distribute to the Class X Certificateholder pursuant to Section 5.02(e)(iii)(H) of this Agreement any payments made by the Cap Provider to the Trust Estate established hereby. Fund for such Distribution Date with respect to the Class X Cap, and the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. On each Distribution Date the Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Basis Risk Cap, (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls Cap and (c) the Basis Risk Payment, if any, for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesDate. On any Distribution Date, any amounts that the Securities Administrator Trustee is not required to distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(e)(iii) of this Section 3.04(b) Agreement shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A, Class M1, Class M2, Class M3, Class M4 and Class B Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount to the Class X Certificateholders pursuant to Section 3.05(c5.02(d)(x), . On each Distribution Date the Securities Administrator Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(d)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In LBH hereby directs the absence of written instructions from the Class X Certificateholder as Trustee to investment of invest funds on deposit in the Basis Risk Reserve Fund, Fund in such funds shall be invested in money market funds investment as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed hereafter specified to the Class X CertificateholderTrustee by LBH from time to time. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of the aggregate Class Principal Amount of the Offered Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount shall not be an asset of the Trust Fund and, after deposit instead, shall be paid into and distributed out of any portion of Interest Rate Cap Amounts remaining after distributions to a separate trust created by this Agreement for the Holders benefit of the Class 1A-2 Certificates X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(h)(iii)(C). On each Distribution Date, the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator shall distribute to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(h)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Trust Administrator shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders Holders of the Class 1A-2 and Class X Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation limitation, other moneys of held by the Securities Trust Administrator held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On the Closing Date, $5,000 will be deposited by the Depositor in the Basis Risk Reserve Fund. On each Interest Rate Cap Agreement Payment Date, amounts paid under the Interest Rate Cap Agreement shall be transferred by the Trustee to the Basis Risk Reserve Fund. On each Distribution Date, after deposit of any portion of the Trust Administrator shall transfer from the Certificate Account to the Basis Risk Reserve Fund pursuant to Section 4.01(II)(d)(ix), the Required Basis Risk Reserve Fund Deposit. Amounts paid under the Interest Rate Cap Amounts remaining after distributions Agreement on any Interest Rate Cap Agreement Payment Date shall be available on the related distribution date to pay the Holders LIBOR Certificates any applicable Basis Risk Shortfalls, prior to giving effect to any amounts available to be paid in respect of the Class 1A-2 Certificates Basis Risk Shortfalls pursuant to Section 3.05(c4.01(II)(d). Amounts paid under the Interest Rate Cap Agreement to pay Basis Risk Shortfalls will be allocated first to the Class IX-A-1 and Class IX-A-2, pro rata, and then sequentially to the Securities Administrator Class IX-M-1, Class IX-M-2 and Class IX-M-3 Certificates, in that order, until each such class has been paid its outstanding Basis Risk Shortfall. Amounts paid under the Interest Rate Cap Agreement on any Interest Rate Cap Agreement Payment Date not needed on that distribution date to pay Basis Risk Shortfalls shall distribute be distributed to the amounts then Class IX-X Certificateholders. Amounts on deposit in the Basis Risk Reserve Fund, including Fund can be withdrawn by the Trust Administrator in connection with any earnings thereon, Distribution Date to fund the Class 1A-2 amounts required to be distributed to holders of the Group IX Certificates in the amount respect of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesShortfalls. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundFund in excess of the Required Basis Risk Reserve Fund Amount shall be distributed to the Class IX-X Certificateholders pursuant to Section 4.01(II)(d)(x). (c) Funds in the Basis Risk Reserve Fund shall may be invested in Permitted Investments. Any earnings on amounts in Eligible Investments by the Basis Risk Reserve Fund shall be for Trust Administrator at the benefit direction of the holders of the Class IX-X CertificateholderCertificateholders. Any net investment earnings on such amounts shall be payable to the Class IX-X Certificateholders. The Class IX-X Certificate Certificateholders shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class IX-X Certificateholder Certificateholders shall direct the Securities Administrator, Trust Administrator in writing, writing as to the investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of such written instructions from the Class X Certificateholder as to investment of direction, all funds on deposit in the Basis Risk Reserve Fund, such funds Fund shall be invested by the Trust Administrator in money market funds the JPMorgan Prime Money Market Fund. The Trust Administrator shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.08(c) (other than as described in clause (v) of the definition of Permitted Investments. (d) obligor on any such investments). Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust EstateFund, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class IX-X CertificateholderCertificateholders. (d) If the Trust Administrator shall deposit in the Basis Risk Reserve Fund any amount not required to be deposited therein, it may at any time withdraw such amount from the Basis Risk Reserve Fund, any provision herein to the contrary notwithstanding. (e) For federal income tax purposes, On the Securities Administrator shall treat Distribution Date immediately after the holders Distribution Date on which the aggregate Class Principal Balance of the Class 1A-2 IX-A-1, Class IX-A-2, Class IX-M-1, Class IX-M-2 and Class IX-M-3 Certificates as having entered equals zero, any amounts on deposit in the Basis Risk Reserve Fund not payable on such Certificates shall be deposited into a notional principal contract with the holders Certificate Account and distributed to the Holders of the Class IX-X Certificates. Pursuant Certificates in the same manner as if distributed pursuant to such notional principal contract, all holders Section 4.01(II)(d)(x) hereof. (f) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Class X Certificates shall be treated as having agreed Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Interest Rate Cap Agreement with terms comparable to pay Basis Risk Shortfalls that of the replaced Interest Rate Cap Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Interest Rate Cap Agreement; (iii) cause the Counterparty to post mark-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the holders Rating Agencies to restore the ratings of the Class 1A-2 Offered Certificates. Any payments to ; or (v) terminate the Class 1A-2 Certificates Interest Rate Cap Agreement in light of the foregoing shall not be payments accordance with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Dateits terms.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Offered Certificates, the Basis Risk Reserve Fund, into which the Depositor LBH shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Class 3-A1A Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of Interest Rate Date on which there is a payment received under the Class 3-A1A Cap Amounts remaining after distributions to the Holders Agreement that is based on a notional amount in excess of the Class 1A-2 Principal Amount of the Class 3-A1A Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall distribute such Class X Excess Cap Amount to the Class X Certificateholders pursuant to Section 3.05(c5.02(f)(iv), . On each Distribution Date the Securities Administrator Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(f)(iv) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Counterparty to the Trust Fund for such Distribution Date with respect to the Class 3-A1A Cap Agreement and (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator Trustee is not required to distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(f)(iv) of this Section 3.04(b) Agreement shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the remain uninvested. The Basis Risk Reserve Fund shall will be distributed to the Class X Certificateholderterminated after a Trust Fund Termination Event. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7 and Class B1 Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(e)(iii)(K), . On each Distribution Date the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator shall distribute to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iid) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold each of the Interest Rate Initial Cap Agreement and the Class A5 Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Initial Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7 and Class B Certificates (such amount, the “Class X Initial Excess Cap Amount”), or (ii) a payment received by the Trustee under the Class A5 Cap Agreement that is based on a notional amount in excess of the Class Principal Amount of the Class A5 Certificates (such amount together with any Class X Initial Excess Cap Amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(h)(iii)(K). On each Distribution Date, the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(h)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Initial Cap Provider to the Trust Fund for such Distribution Date with respect to the Initial Cap Agreement, (b) any payments made by the Class A5 Cap Provider to the Trust Fund for such Distribution Date with respect to the Class A5 Cap Agreement (provided, however, that payments received from the Class A5 Cap Agreement shall distribute be applied after amounts with respect to Basis Risk Payments and shall be for the sole benefit of the A5 Certificates and, to the extent of any excess, the Class X Certificates, pursuant to Section 5.02(h)(iii)(K)), (c) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Initial Cap Agreement and the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date A5 Cap Agreement and (iid) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Capital, a Division of Xxxxxx Brothers Holdings Inc. ("Xxxxxx Capital") shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Basis Risk Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. (b) The Trustee shall account for the Cap Agreement as though it comprised two component cap agreements – the Basis Risk Cap and the Class X Cap. The Basis Risk Reserve Fund Class X Cap shall not be an asset of any REMIC the Trust Fund or the Basis Risk Reserve Fund. On each Distribution Date the Trustee shall distribute to the Class X Certificateholder pursuant to Section 5.02(e)(iii)(F) of this Agreement any payments made by the Cap Provider to the Trust Estate established hereby. Fund for such Distribution Date with respect to the Class X Cap, and the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. On each Distribution Date the Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Basis Risk Cap, (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls Cap and (c) the Basis Risk Payment, if any, for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesDate. On any Distribution Date, any amounts that the Securities Administrator Trustee is not required to distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(e)(iii) of this Section 3.04(b) Agreement shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and Xxxxxx Capital on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Xxxxxx Capital shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder Xxxxxx Capital as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the a Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000740,000, which amount is intended to cover the amount of Basis Risk Shortfalls, if any, on the first, second and third Distribution Dates. On the third Distribution Date after the Closing Date, any interest accrued on such initial deposit and any amounts remaining from such initial deposit will be distributed to the Seller. The Securities Administrator Basis Risk Reserve Fund will be comprised of three subaccounts: the “Basis Risk Reserve Fund X-1 Subaccount,” the “Basis Risk Reserve Fund X-3A Subaccount” and the “Basis Risk Reserve Fund X-B Subaccount” (each, a “Subaccount”). The Basis Risk Reserve Fund X-1 Subaccount will be held in trust by the Trustee on behalf of the Trustee shall hold holders of the Interest Rate Cap Agreement as an asset in the Class 1-A1A, Class 1-A1B, Class 1-A2A, Class 1-A2B, Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates. The Basis Risk Reserve FundFund X-3A Subaccount will be held in trust by the Trustee on behalf of the holders of the Class 3-A1A, Class 3-A1B and Class 3-A1C Certificates. The Basis Risk Reserve Fund X-B Subaccount will be held in trust by the Trustee on behalf of the holders of the Subordinate Certificates. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit (i) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-1 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-1 Subaccount to the extent of the X-1 Required Reserve Fund Deposit, (ii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-3A Certificates shall instead be deposited in the Basis Risk Reserve Fund X-3A Subaccount to the extent of the X-3 Required Reserve Fund Deposit and (iii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-B Certificates shall instead be deposited in the Basis Risk Reserve Fund X-B Subaccount to the extent of the X-B Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1-A1A, Class 1-A1B, Class 1-A2A, Class 1-A2B, Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 3-A1A, Class 3-A1B, Class 3-A1C and Subordinate Certificates, the Trustee, shall withdraw from the related Subaccount of the Basis Risk Reserve Fund the amount of any portion remaining Basis Risk Shortfall for such Classes of Interest Rate Cap Amounts remaining after distributions to Certificates and distribute the Holders of the Class 1A-2 Certificates amount withdrawn pursuant to Section 3.05(c5.01(a)(v), . If on any Distribution Date the Securities Administrator shall distribute the amounts then amount on deposit in the Basis Risk Reserve FundFund is not sufficient to make a full distribution of the Basis Risk Shortfall, including any earnings thereon, the Trustee shall distribute such amount to the Class 1A-2 such Classes of Certificates in on a pro rata basis based on the amount of (i) any remaining Basis Risk Shortfalls for Shortfall due each such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesClass. On any Distribution DateDate for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates, the Trustee shall distribute pursuant to Section 5.01(a)(vii) the lesser of any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain remaining on deposit in the Basis Risk Reserve FundFund X-B Subaccount and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates, sequentially, in that order. Funds remaining in the applicable Subaccount of the Basis Risk Reserve Fund on any Distribution Date after funding the payment of Basis Risk Shortfalls for such Distribution Date will be remitted to the Interest-Only Certificates, up to the amount of the X-1 Required Reserve Fund Deposit, X-3A Required Reserve Fund Deposit or X-B Required Reserve Fund Deposit, as applicable. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. The Holders of the Class X-1 Certificates shall direct the Trustee in writing as to the investment of amounts in the Basis Risk Reserve Fund X-1 Subaccount; the Holders of the X-3A Certificates shall direct the Trustee in writing as to the investment of amounts in the Basis Risk Reserve Fund X-3A Subaccount; and the Holders of the X-B Certificates shall direct the Trustee in writing as to the investment of amounts in the Basis Risk Reserve Fund X-B Subaccount. Any earnings on amounts in the various Subaccounts of the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderInterest-Only Certificates related to the particular subaccount. The Class X Certificate Interest-Only Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder X-1, Class X-3A and Class X-B Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder X-1, Class X-3A and Class X-B Certificateholder(s) as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X-1, Class X-3A and Class X-B Certificateholders. Moreover, for federal income tax purposes, the Holders of the Class X-1 Certificates shall be considered to be the owners of the Basis Risk Reserve Fund X-1 Subaccount; the Holders of the Class X-3A Certificates shall be considered to be the owners of the Basis Risk Reserve Fund X-3A Subaccount; and the Holders of the Class X-B Certificates shall be considered to be the owners of the Basis Risk Reserve Fund X-B Subaccount. (de) Upon Except as expressly provided hereunder, the earlier Trustee shall have no obligation to occur invest cash held in the Basis Risk Reserve Fund in the absence of timely and specific written investment direction from the Depositor. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction. (f) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self interest for (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced serving as investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to zero and certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Trustee does not guarantee the performance of any Permitted Investment. (g) Upon termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderX-1 Certificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the a Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders IO Component of the Class 1A-2 X Certificates shall instead be deposited in the Basis Risk Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 2-A1A, Class 2-A1B and Class 2-A2 Certificates, the Trustee, shall withdraw first from the Yield Maintenance Account, the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 3.05(c4.04 and Section 5.01(a)(iv), and then from Basis Risk Reserve Fund the Securities Administrator shall distribute amount of any remaining Basis Risk Shortfall for such Classes of Certificates, pursuant to Section 5.01(a)(v). If on any Distribution Date the amounts then amount on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund is not sufficient to make a full distribution of the Basis Risk Shortfall with respect to the Class 1A-2 Certificates 1-A, Class 2-A1A, Class 2-A1B and Class 2-A2 Certificates, and in the case of the Class 2-A1A, Class 2-A1B and Class 2-A2 Certificates, remaining after application of funds available therefor in the Yield Maintenance Account, the Trustee shall withdraw the entire amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundFund and distribute such amount to such Classes of Certificates on a pro rata basis. On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, the Trustee, after making the distributions described in the immediately preceding paragraph to the Class 1-A, Class 2-A1A, Class 2-A1B and Class 2-A2 Certificates, distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, sequentially, in that order. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderCertificateholders. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X Certificateholders. (de) Upon Except as provided expressly hereunder, the earlier Trustee shall have no obligation to occur invest and reinvest cash held in the Basis Risk Reserve Fund in the absence of timely and specific written investment direction from the Depositor. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction. (f) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self interest for (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced serving as investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to zero and certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Trustee does not guarantee the performance of any Permitted Investment. (g) Upon termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderCertificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 MTA and Class X LIBOR Certificates, the a Basis Risk Reserve FundFund which will be comprised of four subaccounts; the “Basis Risk Reserve Fund X-1 Subaccount,” the “Basis Risk Reserve Fund X-2A Subaccount,” the “Basis Risk Reserve Fund X-2B Subaccount,” and the “Basis Risk Reserve Fund X-B Subaccount” (each, into which the Depositor shall deposit $1,000a “Subaccount”). The Securities Administrator Basis Risk Reserve Fund X-1 Subaccount will be held in trust by the Trustee on behalf of the Trustee shall hold holders of the Interest Rate Cap Agreement as an asset in the Class 1-A1A and Class 1-A1B Certificates. The Basis Risk Reserve FundFund X-2A Subaccount will be held in trust by the Trustee on behalf of the holders of the Class 2-A1A1 and Class 2-A1B Certificates. The Basis Risk Reserve Fund X-2B Subaccount will be held in trust by the Trustee on behalf of the holders of the Class 2-A1A2 Certificates. The Basis Risk Reserve Fund X-B Subaccount will be held in trust by the Trustee on behalf of the holders of the Subordinate Certificates. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of (i) Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders Class X-1 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-1 Subaccount to the extent of the X-1 Required Reserve Fund Deposit, (ii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class 1A-2 X-2A Certificates shall instead be deposited in the Basis Risk Reserve Fund X-2A Subaccount to the extent of the X-2A Required Reserve Fund Deposit, (iii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-2B Certificates shall instead be deposited in the Basis Risk Reserve Fund X-2B Subaccount to the extent of the X-2B Required Reserve Fund Deposit and (iv) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-B Certificates shall instead be deposited in the Basis Risk Reserve Fund X-B Subaccount to the extent of the X-B Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1-A1A, Class 1-A1B, Class 2-A1A1, Class 2-A1A2 and Class 2-A1B Certificates, the Trustee, shall withdraw (i) first, with regard to the Class 2-A1A2 Certificates, from the Yield Maintenance Account, the amount of such Basis Risk Shortfall for the Class 2-A1A2 Certificates, for distribution on such Distribution Date pursuant to Section 3.05(c4.04 and Section 5.01(a)(iii), and (ii) then from the Securities Administrator related Subaccount of the Basis Risk Reserve Fund the amount of any remaining Basis Risk Shortfall for such Classes of Certificates, pursuant to Section 5.01(a)(iii). On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, the Trustee shall distribute the lesser of any amounts then remaining on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund X-B Subaccount and such Basis Risk Shortfall to the Class 1A-2 Certificates B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, sequentially, in that order. Funds remaining in the amount applicable Subaccount of (i) the Basis Risk Reserve Fund on any remaining Distribution Date after funding the payment of Basis Risk Shortfalls for such Class and such Distribution Date will be remitted to the Class X-1, Class X-2A, Class X-2B and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution DateX-B Certificates, any amounts that up to the Securities Administrator is not required to distribute from amount of the Basis Risk X-1 Required Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Deposit, X-2A Required Reserve FundFund Deposit, X-2B Required Reserve Fund Deposit and X-B Required Reserve Fund Deposit. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderX-1, Class X-2A, Class X-2B and Class X-B Certificateholders. The Class X Certificate X-1, Class X-2A, Class X-2B and Class X-B Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder X-1, Class X-2A, Class X-2B and Class X-B Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X X-1, Class X-2A, Class X-2B or Class X-B Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X-1, Class X-2A, Class X-2B and Class X-B Certificateholders. (de) Upon Except as provided expressly hereunder, the earlier Trustee shall have no obligation to occur invest and reinvest cash held in the Basis Risk Reserve Fund in the absence of timely and specific written investment direction from the Depositor. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction. (f) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self interest for (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced serving as investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to zero and certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Trustee does not guarantee the performance of any Permitted Investment. (g) Upon termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderX-1, Class X-2A, Class X-2B and Class X-B Certificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 MTA and Class X LIBOR Certificates, the a Basis Risk Reserve Fund, Fund into which the Depositor shall deposit $1,0001,000,000.00 which amount is intended to cover the amount of Basis Risk Shortfalls, if any, on the first, second and third Distribution Dates. On the third Distribution date after the Closing Date, any interest accured on such initial deposit and any amounts remaining from such initial deposit will be distributed to the Seller. The Securities Administrator Basis Risk reserve Fund will be comprised of five subaccounts; the “Basis Risk Reserve Fund X-1 Subaccount,” the “Basis Risk Reserve Fund X-2 Subaccount,” the “Basis Risk Reserve Fund X-3 Subaccount,” the “Basis Risk Reserve Fund X-4 Subaccount” and the “Basis Risk Reserve Fund X-B Subaccount” (each, a “Subaccount”). The Basis Risk Reserve Fund X-1 Subaccount will be held in trust by the Trustee on behalf of the Trustee shall hold holders of the Interest Rate Cap Agreement as an asset in the Class 1-A1A and Class 1-A1B Certificates. The Basis Risk Reserve FundFund X-2 Subaccount will be held in trust by the Trustee on behalf of the holders of the Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates. The Basis Risk Reserve Fund X-3 Subaccount will be held in trust by the Trustee on behalf of the holders of the Class 3-A1A, Class 3-A1B and Class 3-A1C Certificates. The Basis Risk Reserve Fund X-4 Subaccount will be held in trust by the Trustee on behalf of the holders of the Class 4-A1A and Class 4-A1B Certificates. The Basis Risk Reserve Fund X-B Subaccount will be held in trust by the Trustee on behalf of the holders of the Subordinate Certificates. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of (i) Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders Class X-1 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-1 Subaccount to the extent of the X-1 Required Reserve Fund Deposit, (ii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class 1A-2 X-2 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-2 Subaccount to the extent of the X-2 Required Reserve Fund Deposit, (iii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-3 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-3 Subaccount to the extent of the X-3 Required Reserve Fund Deposit (iv) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-4 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-4 Subaccount to the extent of the X-4 Required Reserve Fund Deposit and (v) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-B Certificates shall instead be deposited in the Basis Risk Reserve Fund X-B Subaccount to the extent of the X-B Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 3-A1A, Class 3-A1B, Class 3-A1C, Class 4-A1A and Class 4-A1B Certificates, the Trustee, shall withdraw (i) first, with regard to the Yield Maintained Certificates, from the Yield Maintenance Account, the amount of such Basis Risk Shortfall for such Yield Maintained Certificates, for distribution on such Distribution Date pursuant to Section 3.05(c4.04 and Section 5.01(a)(v), and (ii) then from the Securities Administrator shall distribute related Subaccount of the amounts then Basis Risk Reserve Fund the amount of any remaining Basis Risk Shortfall for such Classes of Certificates, pursuant to Section 5.01(a)(v). If on any Distribution Date the amount on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator Fund is not required sufficient to distribute from make a full distribution of the Basis Risk Reserve Fund pursuant Shortfall with respect to this Section 3.04(b) the Yield Maintained Certificates remaining after application of funds available therefor in the related Yield Maintenance Account, the Trustee shall remain withdraw the entire amount on deposit in the Basis Risk Reserve FundFund and distribute such amount to such Classes of Certificates on a pro rata basis based on the amount of Basis Risk Shortfall due each such Class. On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates, the Trustee, after making the distributions described in the immediately preceding paragraph to the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 3-A1A, Class 3-A1B, Class 3-A1C, Class 4-A1A and Class 4-A1B Certificates, shall distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund X-B Subaccount and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates, sequentially, in that order. Funds remaining in the applicable Subaccount of the Basis Risk Reserve Fund on any Distribution Date after funding the payment of Basis Risk Shortfalls for such Distribution Date will be remitted to the Interest-Only Certificates, up to the amount of the X-1 Required Reserve Fund Deposit, X-2 Required Reserve Fund Deposit, X-3 Required Reserve Fund Deposit, X-4 Required Reserve Fund Deposit and X-B Required Reserve Fund Deposit. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderX-1, Class X-2, Class X-3, Class X-4 and Class X-B Certificateholders. The Class X Certificate Interest-Only Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder X-1, Class X-2, Class X-3, Class X-4 and Class X-B Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder X-1, Class X-2, Class X-3, Class X-4 and Class X-B Certificateholder(s) as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X-1, Class X-2, Class X-3, Class X-4 and Class X-B Certificateholders. (de) Upon Except as expressly provided hereunder, the earlier Trustee shall have no obligation to occur invest cash held in the Basis Risk Reserve Fund in the absence of timely and specific written investment direction from the Depositor. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction. (f) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self interest for (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced serving as investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to zero and certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Trustee does not guarantee the performance of any Permitted Investment. (g) Upon termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderX-1, Class X-2, Class X-3, Class X-4 and Class X-B Certificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trustee's name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 LIBOR Certificates and Class X the Interest Only Certificates, the a Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund______. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) The Basis Risk Reserve Fund will be comprised of two Sub-accounts: the "Class X-A Sub-account," and the "Class X-B Sub-account." On each Distribution Date, after deposit of any portion of (i) Current Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, that would otherwise be distributable with respect to the Class 1A-2 X-1A, Class X-1B and Class X-2 Certificates shall instead be deposited in the amount Class X-A Sub-account to the extent of (i) any remaining the applicable Class X-A Required Basis Risk Shortfalls for such Class and such Distribution Date Deposit and (ii) any Current Interest that would otherwise be distributable with respect to the Class X-B Certificates shall instead be deposited in the Class X-B Sub-account to the extent of the Class X-B Required Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundDeposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1A, Class 2A-1 and Class 2A-2 Certificates, the Trustee shall withdraw from the Class X-A Sub-account the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 5.02(f). (d) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1 Certificates, the Trustee shall withdraw from the Class X-B Sub-account the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 5.02(f). (e) Funds in each of the Basis Risk Reserve Fund Class X-A Sub-account and the Class X-B Sub-account shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund Class X-1 Sub-account shall be for the benefit of the Class X CertificateholderX-1A, Class X-1B and Class X-2 Certificateholders and any earnings on amounts in the Class X-B Sub-account shall be for the benefit of the Class X-B Certificateholders. The Class X Certificate Interest-Only Certificates shall evidence ownership of the Basis Risk Reserve Fund related Sub-account for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder applicable Interest-Only Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X applicable Interest-Only Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fundrelated Sub-account, such funds shall be invested in money market funds as described in clause paragraph (vix) of the definition of Permitted Investments. (d) Upon Investments in Article I. For all Federal income tax purposes, amounts transferred by the earlier Upper-Tier REMIC to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the applicable Interest-Only Certificateholders. (f) Upon termination of the Trust Fund any amounts remaining in the related Sub-account shall be distributed to the Class X Certificateholderapplicable Interest-Only Certificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On No later than the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteewith itself a separate, in the Separate Interest Trust for the benefit of the holders of the Class 1A-2 and Class X Certificatessegregated trust account titled, the "Basis Risk Reserve Fund, into which LaSalle Bank National Association, as trustee, in trust for registered Holders of Bear Stearns Asset Backed Securities Trust 2005-3, Asset-Backed Cerxxxxxxxes, Series 2005-3." The Trustee shall, promptly upon receipt, deposit in the Depositor shall deposit Basis Risk Reserve Fund an amount equal to $1,0005,000 to be remitted on the Closing Date to the Trustee. The Securities Administrator on behalf of On each Distribution Date, the Trustee shall hold will, to the Interest Rate Cap Agreement extent of any remaining Net Monthly Excess Cashflow and any remaining Excess Yield Maintenance Amount following the distribution of any remaining Net Monthly Excess Cashflow and any remaining Excess Yield Maintenance Amount on such Distribution Date as an asset set forth in Section 5.04(a)(iii) clauses first through second, deposit any remaining Net Monthly Excess Cashflow and any remaining Excess Yield Maintenance Amount in the Basis Risk Reserve Fund. The On each Distribution Date as to which there is a Basis Risk Carry Forward Amount payable to the Holders of the Class A Certificates and the Subordinated Certificates, the Trustee has been directed by the Class B-IO Certificateholders to, and therefore will, deposit into the Basis Risk Reserve Fund the amounts set forth in clause fourth of Section 5.04(a)(iii), rather than distributing such amounts to the Class B-IO Certificateholders. On any such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Subordinated Certificates, and will distribute such amounts to the Holders of such Class A Certificates as set forth in clause fourth of Section 5.04(a)(iii). For federal and state income tax purposes, the Class B-IO Certificateholders will be deemed to be the owners of the Basis Risk Reserve Fund and all amounts deposited into the Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys of the Securities Administrator held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any treated as amounts distributed by REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions II to the Holders of the Class 1A-2 B-IO Certificates, on a pro rata basis based on their respective entitlements to interest. Upon the termination of the Trust Fund, or the earlier payment in full of the principal and all unpaid Basis Risk Carry Forward Amounts of the Class A Certificates pursuant and the Class M Certificates, and the Holders of the Class B-IO Certificates are no longer entitled to Section 3.05(c)interest, the Securities Administrator shall distribute the all amounts then remaining on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund will be released by the Trust and shall be evenly distributed to the Class 1A-2 Certificates in the amount of B-IO Certificateholders (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Datesor their respective designees). On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the The Basis Risk Reserve Fund pursuant will be part of the Trust but not part of any REMIC, and any payments to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit Holders of the Class X CertificateholderA Certificates or the Class M Certificates of Basis Risk Carry Forward Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1). The Class X Certificate Trustee shall evidence ownership of keep records that accurately reflect the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund. By accepting a Class B-IO Certificate, such funds shall be invested in money market funds as each Class B-IO Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Basis Risk Reserve Fund the amounts described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the above on each Distribution Date on as to which there is any Basis Risk Carry Forward Amount, rather than distributing such amounts to the Class Principal Balance B-IO Certificateholders. By accepting a Class B-IO Certificate, each Class B-IO Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of each of the Class 1A-2 Certificates which is reduced to zero and (ii) the termination of the Trust Estate, acknowledged by such acceptance. The Trustee shall hold uninvested any amounts remaining that may be on deposit in the Basis Risk Reserve Fund shall be distributed from time to the Class X Certificateholder. (e) time. For federal income tax return and information reporting purposes, the Securities Administrator shall treat rights of the holders Holders of the Class 1A-2 A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Clxxx X-0, Xxxxx M-6 and Class M-7 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to receive such notional principal contract, all holders of the Class X Certificates distributions shall be treated as having agreed to pay Basis Risk Shortfalls assigned a value determined by the Depositor and reported by it to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing DateTrustee.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trustee's name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 LIBOR Certificates and Class X the Interest Only Certificates, the a Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund10,000. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. The parties hereto intend that each of the Class X-A-1 Sub-account, the Class X-A-2 Sub-account and the Class X-B Sub-account shall be treated for federal income tax purposes as a "grantor trust" under Subpart E of Part I of Subchapter J of the Code. The Trustee shall prepare, sign and file all tax returns, including returns on Internal Revenue Service Form 1041 or any successor form, required to be filed with respect to such grantor trusts. (b) The Basis Risk Reserve Fund will be comprised of three Sub-accounts: the "Class X-A-1 Sub-account," the "Class X-A-2 Sub-account"and the "Class X-B Sub-account." On each Distribution Date, after deposit of any portion of (i) Current Interest Rate Cap Amounts remaining after distributions that would otherwise be distributable with respect to the Holders Class X-A-1 Certificates shall instead be deposited in the Class X-A-1 Sub-account to the extent of the applicable Class X-A-1 Required Basis Risk Deposit, (ii) Current Interest that would otherwise be distributable with respect to the Class X-A-2 Certificates shall instead be deposited in the Class X-A-2 Sub-account to the extent of the applicable Class X-A-2 Required Basis Risk Deposit and (iii) Current Interest that would otherwise be distributable with respect to the Class X-B Certificates shall instead be deposited in the Class X-B Sub-account to the extent of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the X-B Required Basis Risk Reserve Fund, including any earnings thereon, to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundDeposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class A-1 Certificates or Class A-R Certificates, the Trustee shall withdraw from the Class X-A-1 Sub-account the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 5.02(f). (d) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class A-2 Certificates, the Trustee shall withdraw from the Class X-A-2 Sub-account the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 5.02(f). (e) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2 and Class B-3 Certificates, the Trustee shall withdraw from the Class X-B Sub-account the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 5.02(f). (f) Funds in each of the Basis Risk Reserve Fund Class X-A-1 Sub-account, the Class X-A-2 Sub-account and the Class X-B Sub-account, if invested, shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund Class X-A-1 Sub-account shall be for the benefit of the Class X CertificateholderX-A-1 Certificateholders, any earnings on amounts in the Class X-A-2 Sub-account shall be for the benefit of the Class X-A-2 Certificateholders and any earnings on amounts in the Class X-B Sub-account shall be for the benefit of the Class X-B Certificateholders. The Class X Certificate Interest-Only Certificates shall evidence ownership of the Basis Risk Reserve Fund related Sub-account for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts purposes. Funds on deposit thereinon in the Basis Risk Reserve Fund, if invested, shall be invested in Permitted Investments described in clause (i) of the definition of "Permitted Investments" maturing prior to the next Distribution Date and no such investment shall be sold or otherwise disposed of prior to maturity. The Class X Certificateholder applicable Interest-Only Certificateholder(s) shall be liable for any losses incurred on such investments. In For all Federal income tax purposes, amounts transferred by the absence Upper Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper Tier REMIC to the applicable Interest-Only Certificateholders. Absent written direction provided to the Trustee from all of written instructions from the Holders of the Class X Certificateholder as to investment X-A-1 Certificates, in the case of funds in the Class X-A-1 Sub-account, from all of the Holders of the Class X-A-2 Certificates, in the case of funds in the Class X-A-2 Sub-account, and all of the Holders of the Class X-B Certificates, in the case of funds in the Class X-B Sub-account, funds on deposit in the Basis Risk Reserve Fund, such funds Fund shall be invested in money market funds as described in clause (v) of the definition of Permitted Investmentsremain uninvested. (dg) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund related Sub-account shall be distributed to the Class X Certificateholderapplicable Interest-Only Certificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Basis Risk Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. (b) The Trustee shall account for the Cap Agreement as though it comprised two component cap agreements – the Basis Risk Cap and the Class X Cap. The Basis Risk Reserve Fund Class X Cap shall not be an asset of any REMIC the Trust Fund or the Basis Risk Reserve Fund. On each Distribution Date the Trustee (or any Paying Agent appointed by the Trustee) shall distribute to the Class X Certificateholder pursuant to Section 5.02(e)(iii)(I) of this Agreement any payments made by the Cap Provider to the Trust Estate established hereby. Fund for such Distribution Date with respect to the Class X Cap, and the Trustee (bor any Paying Agent appointed by the Trustee) shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. On each Distribution Date, after deposit the Trustee (or any Paying Agent appointed by the Trustee) shall distribute in the order of any portion of Interest Rate Cap Amounts remaining after distributions priority and to the Holders extent specified in Section 5.02(e)(iii) of this Agreement the Class 1A-2 Certificates pursuant sum of (without duplication) (a) any payments made by the Cap Provider to Section 3.05(c)the Trust Fund for such Distribution Date with respect to the Basis Risk Cap, the Securities Administrator shall distribute the (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls Cap and (c) the Basis Risk Payment, if any, for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesDate. On any Distribution Date, any amounts that the Securities Administrator Trustee is not required to distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(e)(iii) of this Section 3.04(b) Agreement shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class B Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(e)(iii)(L). On each Distribution Date, the Securities Administrator Trustee shall distribute in accordance with the monthly report furnished by Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 1-A1, Class 1-A2, Class 2-A, Class 3-A1, Class 3-A2, Class A4, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class B Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount to the Class X Certificateholders pursuant to Section 3.05(c5.02(f)(iii)(J), . On each Distribution Date the Securities Administrator Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(f)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On No later than the Closing Date, the Securities Administrator Paying Agent shall establish and maintain in the name of the Trustee, in the Separate Interest Trust for the benefit of the holders of the Class 1A-2 and Class X CertificatesAdjustable Rate Certificateholders, the a separate, segregated trust account titled, "Basis Risk Reserve Fund, into which the Depositor shall Citibank, N.A., as trustee, in trust for registered Holders of Bear Stearns Asset Backed Securities Trust 2007-SD2, Asset-Backed Certifxxxxxx, Series 2007-SD2." The Paying Agent shall, promptly upon receipt, deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall an amount equal to $5,000 to be an Eligible Account, and funds remitted 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 Securities Administrator held pursuant Closing Date to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established herebyPaying Agent. (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions Date as to which there is Basis Risk Shortfall Carry Forward Amount to the Holders extent not paid under Section 5.04(a), the Paying Agent has been directed to, and shall therefore, deposit into the Basis Risk Reserve Fund an amount equal to the Basis Risk Shortfall Carry Forward Amount with respect to each Class of Adjustable Rate Certificates for such Distribution Date to the Class 1A-2 Certificates extent such amounts are payable pursuant to Section 3.05(c5.04(a). For federal and state income tax purposes, the Securities Administrator Class B-IO Certificateholders will be deemed to be the owners of the Basis Risk Reserve Fund and all amounts deposited into the Basis Risk Reserve Fund shall distribute be treated as amounts distributed by the REMIC II with respect to the Class B-IO Distribution Amount. Amounts held in the Basis Risk Reserve Fund and not distributable to the Adjustable Rate Certificateholders on any Distribution Date will be invested by the Paying Agent in investments designated by the Class B-IO Certificateholders having maturities on or prior to the next succeeding Distribution Date on which such amounts then will be distributable to the Adjustable Rate Certificateholders. In the absence of such direction, amounts will remain uninvested. Upon the termination of the Trust, or the payment in full of the Adjustable Rate Certificates, all amounts remaining on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund will be released from the lien of the Trust and distributed to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesB-IO Certificateholders or their designees, pro rata. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the The Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall will be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination part of the Trust Estate, but not part of any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any REMIC created hereunder and any payments to the Class 1A-2 Adjustable Rate Certificates in light of the foregoing shall Basis Risk Shortfall Carry Forward Amount will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860G(a)(1). (c) The Paying Agent and the Trustee shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Class B-IO Certificateholders and that is not an asset of any REMIC. The Paying Agent and the Trustee shall treat the rights of the Adjustable Rate Certificateholders to receive payments from the Basis Risk Reserve Fund as rights in an interest rate cap contract written by the Class B-IO Certificateholders in favor of the Adjustable Rate Certificateholders. Thus, each Adjustable Rate Certificate shall be treated as representing not only ownership of a regular interest in REMIC II, but also ownership of an interest in an interest rate cap contract. (d) Notwithstanding the priority and sources of payments set forth in Article III Section 5.04(a) hereof or otherwise, the Securities Administrator Paying Agent and the Trustee shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting In no event shall any payments provided for in this section be treated as payments with respect to a "regular interest" in a REMIC within the Class 1A-2 Certificates, the Securities Administrator meaning of Code Section 860G(a)(1) and shall treat the notional principal contract described be treated as an asset held separate and apart from any REMIC created under this Agreement in this paragraph as having a value of $10,000.00 as of the Closing Dateaccordance with Treasury regulation section 1.860G-2(i).

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold each of the Interest Rate General Cap Agreement, the Pool 1 Cap Agreement and the Class A6 Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution DateDate on which there is a payment received by the Trustee under (i) the General Cap Agreement that is based on a notional amount in excess of the aggregate Class Principal Amount of the Offered Certificates (such amount, after deposit the “Class X General Excess Cap Amount”), (ii) the Pool 1 Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A1 and Class A2 Certificates (such amount, the “Class X Pool 1 Excess Cap Amount”) or (iii) the Class A6 Cap Agreement that is based on a notional amount in excess of the Class Principal Amount of the Class A6 Certificate (such amount the “Class X A6 Excess Cap Amount” and together with the Class X General Excess Cap Amount and the Class X Pool 1 Excess Cap Amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(f)(iii)(J). On each Distribution Date, the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(f)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the General Cap Agreement, (b) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Pool 1 Cap Agreement (provided, however, that payments received from the Pool 1 Cap Agreement shall distribute be applied after amounts with respect to Basis Risk Payments and shall be for the sole benefit of the Class A1 and Class A2 Certificates and, to the extent of any excess, the Class X Certificates, pursuant to Section 5.02(f)(iii)(J), (c) any payments made to the Trust Fund for such Distribution Date with respect to the Class A6 Cap Agreement (provided, however, that payments received from the Class A6 Cap Agreement shall be applied after amounts with respect to Basis Risk Payments and for the sole benefit of the Class A6 Certificates and, to the extent of any excess, the Class X Certificates, pursuant to Section 5.02(f)(iii)(J), and (d) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreements and (iie) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class B Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(d)(iv)(L). On each Distribution Date, the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator shall distribute to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(d)(iv) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Indenture Trustee shall establish and maintain in its name, in trust, the name of the Basis Risk Reserve Fund titled “U.S. Bank National Association, as Indenture Trustee, in the Separate Interest Trust for the benefit of the holders Securityholders and the Certificate Paying Agent pursuant to the Indenture, dated as of the Class 1A-2 February 12, 2003, between Xxxxx Whole Loan Home Equity Trust 2003-A and Class X Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. U.S. Bank National Association.” The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation limitation, other moneys of held by the Securities Administrator held Indenture Trustee pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution the Closing Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in $1,000.00 will be deposited by Credit Suisse First Boston Corporation into the Basis Risk Reserve Fund, including any earnings thereon, to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution each Payment Date, any amounts that the Securities Administrator is not required Indenture Trustee shall transfer from the Payment Account to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b3.05(e)(xi) shall remain on deposit in the Required Basis Risk Reserve Fund. (c) Funds Fund Deposit. Amounts on deposit in the Basis Risk Reserve Fund shall be withdrawn by the Indenture Trustee in connection with any Payment Date to fund the amounts required to be distributed to holders of the Notes (other than the Class A-IO Notes) pursuant to Section 3.05(e)(vi) through 3.05(e)(x), in that order of priority, to the extent that the Monthly Excess Cashflow on such date is insufficient to make such payments. On any Payment Date, any amounts on deposit in the Basis Risk Reserve Fund in excess of $25,000 shall be distributed pursuant to Section 3.05(e)(xii). Funds in the Basis Risk Reserve Fund may be invested by the Indenture Trustee, at the direction of the Certificateholders, in Permitted InvestmentsInvestments maturing on or prior to the next succeeding Payment Date. Any net investment earnings on such amounts shall be distributed pursuant to Section 3.05(e)(xii). In the absence of such written direction, all funds in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholderremain uninvested. The Class X Certificate Indenture Trustee shall evidence ownership of the Basis Risk Reserve Fund have no liability for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, losses on investments in writing, Permitted Investments made pursuant to this Section 3.30(b) (other than as to investment of amounts obligor on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments). In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust EstateIndenture, any amounts remaining in the Basis Risk Reserve Fund shall be distributed pursuant to the Class X CertificateholderSection 3.05(e)(vi), (vii), (viii), (ix) and (xii), in that order of priority. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class B Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(e)(iii)(I). On each Distribution Date, the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator shall distribute to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A1, Class A2, Class A3, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8 and Class B Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(e)(iii)(K). On each Distribution Date, the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator shall distribute to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders Holders of the Class 1A-2 1-A1, Class 2-A1, Class M-1, Class M-2V, Class M-2F, Class B-1, Class B-2 and Class X CertificatesB-3 Certxxxxxxxx, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis xxx Xasis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation limitation, other moneys of held by the Securities Administrator held Trustee pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Basis Risk Reserve Fund. On each Distribution Date, after the Trustee shall transfer from the Distribution Account to the Basis Risk Reserve Fund pursuant to Section 4.02(b)(xvii), the Basis Risk Reserve Fund Deposit. Following the distribution of amounts on deposit of any portion of in the Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates Account pursuant to Section 3.05(c)4.09(e) hereof on any Distribution Date and the deposit of the Basis Risk Reserve Fund Deposit in the Basis Risk Reserve Fund on such Distribution Date pursuant to Section 4.02(b)(xvii) hereof, the Securities Administrator Trustee shall distribute the withdraw any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund in the following amounts and order of priority: (i) concurrently to the Class 1A-2 Certificates in the amount of (i) 1-A1 and Class 2-A1 Certificates, any remaining Basis Risk Shortfalls unpaid Net Rate Carryover Amounts for such Class and Classes, pro rata on the basis of such Distribution Date and unpaid Net Rate Carryover Amounts; (ii) to the Class M-1 Certificates, any Basis Risk Shortfalls unpaid Net Rate Carryover Amounts for such Class; (iii) concurrently to the Class that remain M-2V and Class M-2F Certificates, any unpaid from prior Distribution DatesNet Rate Carryover Amounts for such Classes, allocated pro rata based on such unpaid Net Rate Carryover Amounts; (iv) to the Class B-1 Certificates, any unpaid Net Rate Carryover Amounts for such Class; (v) to the Class B-2 Certificates, any unpaid Net Rate Carryover Amounts for such Class; and (vi) to the Class B-3 Certificates, any unpaid Net Rate Carryover Amounts for such Class. Any such amounts distributed shall be treated for federal tax purposes as amounts distributed by the Class X-N REMIC to the Class X-N Interest. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundFund in excess of the Required Basis Risk Reserve Fund Amount shall be distributed to the Class X-N Interest pursuant to Section 4.02(b)(xviii) until the Class N Notional Amount is reduced to zero and then pursuant to Section 4.02(b)(xix) hereof, until the Class X Notional Amount is reduced to zero. (c) Funds in the Basis Risk Reserve Fund shall may be invested in Permitted InvestmentsEligible Investments by the Trustee at the direction of the majority holder of the Class X Certificates. Any earnings on amounts In the absence of such direction, funds in the Basis Risk Reserve Fund shall remain uninvested. Any net investment earnings on such amounts shall be for the benefit of payable to the Class X CertificateholderCertificates. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining Amounts held in the Basis Risk Reserve Fund from time to time shall be distributed continue to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders constitute assets of the Class 1A-2 Certificates as having entered into a notional principal contract with Trust Fund, but not of any REMIC created hereunder, until released from the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls Reserve Fund pursuant to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code this Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date4.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A, Class M1, Class M2, Class M3, Class M4 and Class B Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount to the Class X Certificateholders pursuant to Section 3.05(c5.02(d)(x), . On each Distribution Date the Securities Administrator Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(d)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in a money market funds or common trust fund as described in clause paragraph (vviii) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interestEligible Investment” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.I..

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders Holders of the Class 1A-2 and Class X Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation limitation, other moneys of held by the Securities Administrator held Trustee pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On the Closing Date, $5,000.00 will be deposited by the Depositor into the Basis Risk Reserve Fund. On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions the Trustee shall transfer from the Certificate Account to the Holders of the Class 1A-2 Certificates Basis Risk Reserve Fund pursuant to Section 3.05(c), 4.02(d)(xii) the Securities Administrator shall distribute the amounts then Required Basis Risk Reserve Fund Deposit. Amounts on deposit in the Basis Risk Reserve Fund, including Fund shall be withdrawn by the Trustee in connection with any earnings thereon, Distribution Date to fund the amounts required to be distributed to holders of the Offered Certificates in respect of Basis Risk Shortfalls. Any distributions of Monthly Excess Cashflow to the Class 1A-2 holders of the Offered Certificates (other than the Residual Certificates) pursuant to Sections 4.02(d)(xii)(A)-(K) shall be deemed to have been deposited in the amount of (i) any remaining Basis Risk Shortfalls for Reserve Fund and paid to such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Datesholders. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundFund in excess of the Required Basis Risk Reserve Fund Amount shall be distributed to the Class X Certificateholder pursuant to Section 4.02(d)(xiii). (c) Funds in the Basis Risk Reserve Fund shall may be invested in Permitted InvestmentsEligible Investments by the Trustee at the direction of the holders of the Class X Certificates maturing on or prior to the next succeeding Distribution Date. Any net investment earnings on such amounts in shall be payable to the holders of the Class X Certificates. The Trustee shall account for the Basis Risk Reserve Fund shall be for as an outside reserve fund within the benefit meaning of the Class X CertificateholderTreasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Holders thereof shall direct the Trustee in writing as to the investment of amounts therein. The Trustee shall treat amounts transferred by the Master REMIC to the Basis Risk Reserve Fund as distributions to the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investmentsall federal tax purposes. In the absence of such written instructions from the Class X Certificateholder as to investment of direction, all funds on deposit in the Basis Risk Reserve Fund, Fund shall remain uninvested. The Trustee shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.06(c) (other than as obligor on any such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) investments). Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust EstateFund, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders Holders of the Class X Certificates in the same manner as if distributed pursuant to Section 4.02(d)(xiii) hereof. (d) On the Distribution Date immediately after the Distribution Date on which the aggregate Class Principal Balance of the Certificates equals zero, any amounts on deposit in the Basis Risk Reserve Fund not payable on the Offered Certificates (other than the Residual Certificates) shall be treated as having agreed to pay Basis Risk Shortfalls deposited into the Certificate Account and distributed to the holders Holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 X Certificates in light of the foregoing shall not be payments with respect same manner as if distributed pursuant to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date4.02(d)(xiii) hereof.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 2-A-1A, Class 2-A-1B, Class 2-A-1C and Class X Subordinate Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the a Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of first, the Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders Class 3-X Certificates shall instead be deposited in the Basis Risk Reserve Fund to the extent of the 3-X Required Reserve Fund Deposit and, second, the Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class 1A-2 2-X Certificates shall instead be deposited in the Basis Risk Reserve Fund to the extent of the 2-X Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, the Trustee shall withdraw first, from the Yield Maintenance Account, the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 3.05(c4.04 and Section 5.01(a)(i)(B), the Securities Administrator shall distribute the and then from amounts then on deposit in the Basis Risk Reserve FundFund representing the 2-X Required Reserve Fund Deposit, including any earnings thereon, to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls Shortfall for such the Class 2-A-1A, Class 2-A-1B and such Class 2-A-1C Certificates, pursuant to Section 5.01(a)(i)(B). If on any Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain amount on deposit in the Basis Risk Reserve FundFund is not sufficient to make a full distribution of the Basis Risk Shortfall with respect to the Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, and in the case of the Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, remaining after application of funds available therefor in the Yield Maintenance Account, the Trustee shall withdraw the entire amount on deposit in the Basis Risk Reserve Fund representing the 2-X Required Reserve Fund Deposit and distribute such amount to such Classes of Certificates on a pro rata basis. On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Subordinate Certificates, the Trustee shall, after making the distributions described in the immediately preceding paragraph to the Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, and after making distributions of interest on and principal to the Subordinate Certificates pursuant to Section 5.01(a)(i)(C)(2) through Section 5.01(a)(C)(27), distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund representing the 3-X Required Reserve Fund Deposit and the 2-X Required Reserve Fund Deposit remaining after distributions in respect of Basis Risk Shortfalls to the Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates on such Distribution Date and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11, Class B-12 and Class B-13 Certificates, sequentially, in that order. Funds remaining in the Basis Risk Reserve Fund representing the 2-X Required Reserve Fund Deposit on any Distribution Date after funding the payment of Basis Risk Shortfalls to the Class 2-A-1A, Class 2-A-1B, Class 2-A-1C and the Subordinate Certificates for such Distribution Date will be allocated to the Class 2-X Certificates. Funds remaining in the Basis Risk Reserve Fund representing the 3-X Required Reserve Fund Deposit on any Distribution Date, after funding the payment of Basis Risk Shortfalls to the Subordinate Certificates for such Distribution Date, will be allocated to the Class 3-X Certificates. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class 2-X Certificateholderand Class 3-X Certificateholders. The Class 2-X Certificate and Class 3-X Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class 2-X Certificateholder and Class 3-X Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class 2-X and Class 3-X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class 2-X and Class 3-X Certificateholders. (de) Upon Except as provided expressly hereunder, the earlier Trustee shall have no obligation to occur invest and reinvest cash held in the Basis Risk Reserve Fund in the absence of timely and specific written investment direction from the Depositor. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction. (f) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self interest for (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced serving as investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to zero and certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Trustee does not guarantee the performance of any Permitted Investment. (g) Upon termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class 2-X Certificateholderand Class 3-X Certificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Capital, a Division of Xxxxxx Brothers Holdings Inc. (“Xxxxxx Capital”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Basis Risk Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. (b) The Trustee shall account for the Cap Agreement as though it comprised two component cap agreements – the Basis Risk Cap and the Class X Cap. The Basis Risk Reserve Fund Class X Cap shall not be an asset of any REMIC the Trust Fund or the Basis Risk Reserve Fund. On each Distribution Date the Trustee shall distribute to the Class X Certificateholder pursuant to Section 5.02(e)(iii)(F) of this Agreement any payments made by the Cap Provider to the Trust Estate established hereby. Fund for such Distribution Date with respect to the Class X Cap, and the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. On each Distribution Date the Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Basis Risk Cap, (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls Cap and (c) the Basis Risk Payment, if any, for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesDate. On any Distribution Date, any amounts that the Securities Administrator Trustee is not required to distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(e)(iii) of this Section 3.04(b) Agreement shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and Xxxxxx Capital on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Xxxxxx Capital shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder Xxxxxx Capital as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the a Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of the Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders Class X Certificates shall instead be deposited in the Basis Risk Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1A-2 Certificates 1-A1A, Class 1-A1B, Class 2-A1A1, Class 2-A1A2, Class 2-A1B and Class 2-A1C Certificates, the Trustee, shall withdraw first from the Yield Maintenance Account, the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 3.05(c4.04 and Section 5.01(a)(iii), and then from Basis Risk Reserve Fund the Securities Administrator shall distribute amount of any remaining Basis Risk Shortfall for such Classes of Certificates, pursuant to Section 5.01(a)(iii). If on any Distribution Date the amounts then amount on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund is not sufficient to make a full distribution of the Basis Risk Shortfall with respect to the Class 1A-2 1-A1A, Class 1-A1B, Class 2-A1A1, Class 2-A1A2, Class 2-A1B and Class 2-A1C Certificates remaining after application of funds available therefor in the Yield Maintenance Account, the Trustee shall withdraw the entire amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundFund and distribute such amount to such Classes of Certificates on a pro rata basis. On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, the Trustee, after making the distributions described in the immediately preceding paragraph to the Class 1-A1A, Class 1-A1B, Class 2-A1A1, Class 2-A1A2, Class 2-A1B and Class 2-A1C Certificates, distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, sequentially, in that order. Funds remaining in the Basis Risk Reserve Fund on any Distribution Date after funding the payment of Basis Risk Shortfalls for such Distribution Date will be allocated to the Class X Certificates, up to the amount of the Required Reserve Fund Deposit for such Distribution Date. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderCertificateholders. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X Certificateholders. (de) Upon Except as provided expressly hereunder, the earlier Trustee shall have no obligation to occur invest and reinvest cash held in the Basis Risk Reserve Fund in the absence of timely and specific written investment direction from the Depositor. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction. (f) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self interest for (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced serving as investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to zero and certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Trustee does not guarantee the performance of any Permitted Investment. (g) Upon termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderCertificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the LIBOR Certificates and the Class 1A-2 1-A and Class X 2-A2 Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Basis Risk Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. (b) The Trustee shall account for the Cap Agreement as though it comprised two component cap agreements – the Basis Risk Cap and the Class X Cap. The Basis Risk Reserve Fund Class X Cap shall not be an asset of any REMIC the Trust Fund or the Basis Risk Reserve Fund. On each Distribution Date the Trustee shall distribute to the Class X Certificateholder pursuant to Section 5.02(e)(iii)(H) of this Agreement any payments made by the Cap Provider to the Trust Estate established hereby. (b) Fund for such Distribution Date with respect to the Class X Cap, and the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. On each Distribution Date, after deposit the Trustee shall distribute in the order of any portion of Interest Rate Cap Amounts remaining after distributions priority and to the Holders extent specified in Section 5.02(e)(iii) of this Agreement the Class 1A-2 Certificates pursuant sum of (without duplication) (a) any payments made by the Cap Provider to Section 3.05(c)the Trust Fund for such Distribution Date with respect to the Basis Risk Cap, the Securities Administrator shall distribute the (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls Cap and (c) the Basis Risk Payment, if any, for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesDate. On any Distribution Date, any amounts that the Securities Administrator Trustee is not required to distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(e)(iii) of this Section 3.04(b) Agreement shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold each of the Interest Rate Initial Cap Agreement and the Class A3 Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Initial Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A1, Class A2, Class A3, Class A4, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8 and Class B Certificates (such amount, the “Class X Initial Excess Cap Amount”), or (ii) a payment received by the Trustee under the Class A3 Cap Agreement that is based on a notional amount in excess of the Class Principal Amount of the Class A3 Certificates (such amount together with any Class X Initial Excess Cap Amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(f)(iii)(L), . On each Distribution Date the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(f)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Initial Cap Provider to the Trust Fund for such Distribution Date with respect to the Initial Cap Agreement, (b) any payments made by the Class A3 Cap Provider to the Trust Fund for such Distribution Date with respect to the Class A3 Cap Agreement (provided, however, that payments received from the Class A3 Cap Agreement shall distribute be applied after amounts with respect to Basis Risk Payments and shall be for the sole benefit of the Class A3 Certificates and, to the extent of any excess, the Class X Certificates, pursuant to Section 5.02(f)(iii)(L)), (c) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Initial Cap Agreement and (iid) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders Holders of the Class 1A-2 1AV-1, Class 2AV, Class AF and Class X M Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation limitation, other moneys of held by the Securities Administrator held Trustee pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Basis Risk Reserve Fund. On each Distribution Date, after the Trustee shall transfer from the Distribution Account to the Basis Risk Reserve Fund pursuant to Section 4.02(b)(xx), the Basis Risk Reserve Fund Deposit. Following the distribution of amounts on deposit of any portion of in the Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates Account pursuant to Section 3.05(c)4.09(f) hereof on any Distribution Date and the deposit of the Basis Risk Reserve Fund Deposit in the Basis Risk Reserve Fund on such Distribution Date pursuant to Section 4.02(b)(xx) hereof, the Securities Administrator Trustee shall distribute the withdraw any amounts then on deposit in the Basis Risk Reserve FundFund in the following amounts and order of priority: (i) amounts attributable to Monthly Excess Cashflow Amounts in respect of Loan Group 1, including any earnings thereon, Loan Group 2 and Loan Group 3 to the Class 1A-2 Certificates in the amount of (i) 1AV-1, Class 2AV and Class AF Certificates, respectively, any remaining Basis Risk Shortfalls unpaid Net Rate Carryover Amounts for such Class and such Distribution Date and Classes; (ii) concurrently to the Class 1AV-1, Class 2AV and Class AF Certificates, any Basis Risk Shortfalls unpaid Net Rate Carryover Amounts for such Classes, pro rata on the basis of such unpaid Net Rate Carryover Amounts; (iii) to the Class that remain M-1 Certificates, any unpaid from prior Distribution DatesNet Rate Carryover Amounts for such Class; (iv) to the Class M-2 Certificates, any unpaid Net Rate Carryover Amounts for such Class; (v) to the Class M-3 Certificates, any unpaid Net Rate Carryover Amounts for such Class; (vi) to the Class M-4 Certificates, any unpaid Net Rate Carryover Amounts for such Class; (vii) to the Class M-5 Certificates, any unpaid Net Rate Carryover Amounts for such Class; and (viii) to the Class M-6 Certificates, any unpaid Net Rate Carryover Amounts for such Class. Any such amounts distributed shall be treated for federal tax purposes as amounts distributed by the Class X REMIC to the Class X Interest. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundFund in excess of the Required Basis Risk Reserve Fund Amount shall be distributed first to the Class N Certificates and then to the Class X Certificates in the same manner as if distributed pursuant to Sections 4.02(b)(xxi) and (xxii) hereof. (c) Funds in the Basis Risk Reserve Fund shall may be invested in Permitted InvestmentsEligible Investments by the Trustee at the direction of the majority holder of the Class X Certificates. Any earnings on amounts In the absence of such direction, funds in the Basis Risk Reserve Fund shall remain uninvested. Any net investment earnings on such amounts shall be for the benefit of payable to the Class X CertificateholderCertificates. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining Amounts held in the Basis Risk Reserve Fund from time to time shall be distributed continue to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders constitute assets of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.Trust

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Indenture Trustee shall establish and maintain in its name, in trust, the name of the Basis Risk Reserve Fund titled "U.S. Bank National Association, as Indenture Trustee, in the Separate Interest Trust for the benefit of the holders Securityholders and the Certificate Paying Agent pursuant to the Indenture, dated as of the Class 1A-2 November 25, 2003, between Irwin Whole Loan Home Equity Trust 2003-D and Class X Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. U.S. Bank National Assoxxxxxon." The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation limitation, other moneys of held by the Securities Administrator held Indenture Trustee pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Payment Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions the Indenture Trustee shall transfer from the Payment Account to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b3.05(e)(xi) shall remain on deposit in the Required Basis Risk Reserve Fund. (c) Funds Fund Deposit. Amounts on deposit in the Basis Risk Reserve Fund shall be withdrawn by the Indenture Trustee in connection with any Payment Date to fund the amounts required to be distributed to holders of the Notes (other than the Class A-IO Notes) pursuant to Section 3.05(e)(vi) through 3.05(e)(x), in that order of priority, to the extent that the Monthly Excess Cashflow on such date is insufficient to make such payments. On any Payment Date, any amounts on deposit in the Basis Risk Reserve Fund in excess of $25,000 shall be distributed pursuant to Section 3.05(e)(xii). Funds in the Basis Risk Reserve Fund may be invested by the Indenture Trustee, at the direction of the Certificateholders, in Permitted InvestmentsInvestments maturing on or prior to the next succeeding Payment Date. Any net investment earnings on such amounts shall be distributed pursuant to Section 3.05(e)(xii). In the absence of such written direction, all funds in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholderremain uninvested. The Class X Certificate Indenture Trustee shall evidence ownership of the Basis Risk Reserve Fund have no liability for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, losses on investments in writing, Permitted Investments made pursuant to this Section 3.30(b) (other than as to investment of amounts obligor on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments). In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust EstateIndenture, any amounts remaining in the Basis Risk Reserve Fund shall be distributed pursuant to the Class X CertificateholderSection 3.05(e)(vi), (vii), (viii), (ix) and (xii), in that order of priority. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class B1 and Class B2 Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(e)(iii)(L). On each Distribution Date, the Securities Administrator Trustee shall distribute in accordance with the monthly report furnished by Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator shall establish and maintain in the name of the Trustee, in the Separate Interest Trust for the benefit of the holders of the Class 1A-2 2A-7 and Class X Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys of the Securities Administrator held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 2A-7 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, on behalf of the Trust Estate for distribution to the Class 1A-2 2A-7 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investmentsthe Xxxxx Fargo Prime Advantage Money Market Fund. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 2A-7 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 2A-7 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 2A-7 Certificates. Any payments to the Class 1A-2 2A-7 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 2A-7 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders Holders of the Class 1A-2 A-1, Class A-2, Class M-1, Class M-2, Class B-1 and Class X CertificatesClasx X-0 Xxxxxxxxates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation limitation, other moneys of held by the Securities Administrator held Trustee pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Basis Risk Reserve Fund. On each Distribution Date, after the Trustee shall transfer from the Certificate Account to the Basis Risk Reserve Fund pursuant to Section 4.02(b)(xv), the Basis Risk Reserve Fund Deposit. Following the distribution of amounts on deposit of any portion of in the Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates Account pursuant to Section 3.05(c)4.09(e) hereof on any Distribution Date and the deposit of the Basis Risk Reserve Fund Deposit in the Basis Risk Reserve Fund on such Distribution Date pursuant to Section 4.02(b)(xv) hereof, the Securities Administrator Trustee shall distribute the withdraw any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund in the following amounts and order of priority: (i) concurrently to the Class 1A-2 Certificates in the amount of (i) A-1 and Class A-2 Certificates, any remaining Basis Risk Shortfalls unpaid LIBOR Carryover Amounts for such Class and Classes, pro rata on the basis of such Distribution Date and unpaid LIBOR Carryover Amounts; (ii) to the Class M-1 Certificates, any Basis Risk Shortfalls unpaid LIBOR Carryover Amounts for such Class; (iii) to the Class that remain M-2 Certificates, any unpaid from prior Distribution DatesLIBOR Carryover Amounts for such Class; (iv) to the Class B-1 Certificates, any unpaid LIBOR Carryover Amounts for such Class; and (v) to the Class B-2 Certificates, any unpaid LIBOR Carryover Amounts for such Class. Any such amounts distributed shall be treated for federal tax purposes as amounts distributed by the Class X/N REMIC to the Class X Interest. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds Fund in excess of the Required Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund Amount shall be distributed to the Class X Certificateholder. (eInterest pursuant to Section 4.02(b)(xviii) For federal income tax purposeshereof, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of until the Class X Certificates. Pursuant Notional Amount is reduced to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Datezero.

Basis Risk Reserve Fund. (a) On No later than the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteewith itself a separate, in the Separate Interest Trust for the benefit of the holders of the Class 1A-2 and Class X Certificatessegregated trust account titled, the "Basis Risk Reserve Fund, into which LaSalle Bank National Association, as trustee, in trust for registered Holders of Bear Stearns Asset Backex Xxxxxities Trust 2005-2, Asset-Backed Certificates, Series 2005-2." The Trustee shall, promptly upon receipt, deposit in the Depositor shall deposit Basis Risk Reserve Fund an amount equal to $1,0005,000 to be remitted on the Closing Date to the Trustee. The Securities Administrator on behalf of On each Distribution Date, the Trustee shall hold will, to the Interest Rate Cap Agreement extent of any remaining Net Monthly Excess Cashflow and any remaining Excess Yield Maintenance Amount following the distribution of any remaining Net Monthly Excess Cashflow and any remaining Excess Yield Maintenance Amount on such Distribution Date as an asset set forth in Section 5.04(a)(iii) clauses first through third, deposit any remaining Net Monthly Excess Cashflow and any remaining Excess Yield Maintenance Amount in the Basis Risk Reserve Fund. The On each Distribution Date as to which there is a Basis Risk Carry Forward Amount payable to the Holders of the Class A Certificates, the Trustee has been directed by the Class B-IO Certificateholders to, and therefore will, deposit into the Basis Risk Reserve Fund the amounts set forth in clause fifth of Section 5.04(a)(iii), rather than distributing such amounts to the Class B-IO Certificateholders. On any such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, and will distribute such amounts to the Holders of such Class A Certificates as set forth in clause fifth of Section 5.04(a)(iii). On each Distribution Date as to which there is a Basis Risk Carry Forward Amount payable to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Claxx X- For federal and state income tax purposes, the Class B-IO Certificateholders will be deemed to be the owners of the Basis Risk Reserve Fund and all amounts deposited into the Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys of the Securities Administrator held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any treated as amounts distributed by REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions II to the Holders of the Class 1A-2 B-IO Certificates, on a pro rata basis based on their respective entitlements to interest. Upon the termination of the Trust Fund, or the earlier payment in full of the principal and all unpaid Basis Risk Carry Forward Amounts of the Class A Certificates pursuant and the Class M Certificates, and the Holders of the Class B-IO Certificates are no longer entitled to Section 3.05(c)interest, the Securities Administrator shall distribute the all amounts then remaining on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund will be released by the Trust and shall be evenly distributed to the Class 1A-2 Certificates in the amount of B-IO Certificateholders (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Datesor their respective designees). On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the The Basis Risk Reserve Fund pursuant will be part of the Trust but not part of any REMIC, and any payments to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit Holders of the Class X CertificateholderA Certificates or the Class M Certificates of Basis Risk Carry Forward Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1). The Class X Certificate Trustee shall evidence ownership of keep records that accurately reflect the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund. By accepting a Class B-IO Certificate, such funds shall be invested in money market funds as each Class B-IO Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Basis Risk Reserve Fund the amounts described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the above on each Distribution Date on as to which there is any Basis Risk Carry Forward Amount, rather than distributing such amounts to the Class Principal Balance B-IO Certificateholders. By accepting a Class B-IO Certificate, each Class B-IO Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of each of the Class 1A-2 Certificates which is reduced to zero and (ii) the termination of the Trust Estate, acknowledged by such acceptance. The Trustee shall hold uninvested any amounts remaining that may be on deposit in the Basis Risk Reserve Fund shall be distributed from time to the Class X Certificateholder. (e) time. For federal income tax return and information reporting purposes, the Securities Administrator shall treat rights of the holders Holders of the Class 1A-2 A-1, Class A-2, Class A-3, Claxx X-0, Xxxxx M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to receive such notional principal contract, all holders of the Class X Certificates distributions shall be treated as having agreed to pay Basis Risk Shortfalls assigned a value determined by the Depositor and reported by it to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing DateTrustee.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class X B-7 Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the a Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders Class X-2 Certificates shall instead be deposited in the Basis Risk Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1A-2 Certificates 2-A1A and Class 2-A1B Certificates, the Securities Administrator, as Paying Agent for the Trustee, shall withdraw first from the Yield Maintenance Account, the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 3.05(c4.05 and Section 5.01(a)(1)(v), and then from Basis Risk Reserve Fund, the Securities Administrator shall distribute amount of any such remaining Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 5.01(a)(1)(iv). If on any Distribution Date the amounts then amount on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund is not sufficient to make a full distribution of the Basis Risk Shortfall with respect to the Class 1A-2 1-A1A, Class 1-A1B, Class 2-A1A and Class 2-A1B Certificates remaining after application of funds available therefor in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution DateYield Maintenance Account, any amounts that the Securities Administrator is not required to distribute from shall withdraw the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain entire amount on deposit in the Basis Risk Reserve FundFund and distribute such amount to such Classes of Certificates on a pro rata basis. On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, the Securities Administrator, after making the distributions described in the immediately preceding paragraph to the Class 1-A1A, Class 1-A1B, Class 2-A1A and Class 2-A1B Certificates, distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, sequentially, in that order. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderX-2 Certificateholders. The Class X Certificate X-2 Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder X-2 Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X X-2 Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X-2 Certificateholders. (de) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderX-2 Certificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of the Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders Class X Certificates shall instead be deposited in the Basis Risk Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1A-2 Certificates A-1A and Class A-1B Certificates, the Securities Administrator, as Paying Agent, shall withdraw first from the Yield Maintenance Account, the amount of such Basis Risk Shortfall for distribution on such Distribution Date pursuant to Section 3.05(c4.04 and Section 5.01(a)(ii) and (iv), and then from the Securities Administrator shall distribute Basis Risk Reserve Fund the amounts then amount of any remaining Basis Risk Shortfall for such Classes of Certificates, pursuant to Section 5.01(ii) and (iv). If on any Distribution Date the amount on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator Fund is not required sufficient to distribute from make a full distribution of the Basis Risk Reserve Fund pursuant Shortfall with respect to this Section 3.04(b) the LIBOR Certificates remaining after application of funds available therefor in the Yield Maintenance Account, the Securities Administrator, as Paying Agent, shall remain withdraw the entire amount on deposit in the Basis Risk Reserve FundFund and distribute such amount to such Classes of Certificates on a pro rata basis. On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2 and Class B-3 Certificates, the Securities Administrator, as Paying Agent, after making the distributions described in the immediately preceding paragraph to the Class A-1A and Class A-1B Certificates, distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund and such Basis Risk Shortfall to the Class B-1, Class B-2 and Class B-3 Certificates, sequentially, in that order. Funds remaining in the Basis Risk Reserve Fund on any Distribution Date after funding the payment of Basis Risk Shortfalls for such Distribution Date will be allocated to the Class X Certificates, up to the amount of the Required Reserve Fund Deposit for such Distribution Date. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderCertificateholders. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X Certificateholders. (de) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderCertificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 MTA Certificates and Class X LIBOR Certificates, the a Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator Basis Risk Reserve Fund will be comprised of three subaccounts: the “Basis Risk Reserve Fund X-1 Subaccount,” the “Basis Risk Reserve Fund X-2 Subaccount” and the “Basis Risk Reserve Fund X-B Subaccount” (each, a “Subaccount”). The Basis Risk Reserve Fund X-1 Subaccount will be held in trust by the Trustee on behalf of the Trustee shall hold holders of the Interest Rate Cap Agreement as an asset in the Class 1-A1A, and Class 1-A1B Certificates. The Basis Risk Reserve FundFund X-2 Subaccount will be held in trust by the Trustee on behalf of the holders of the Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates. The Basis Risk Reserve Fund X-B Subaccount will be held in trust by the Trustee on behalf of the holders of the Subordinate Certificates. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit (i) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-1 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-1 Subaccount to the extent of the X-1 Required Reserve Fund Deposit, (ii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-2 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-2 Subaccount to the extent of the X-2 Required Reserve Fund Deposit and (iii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-B Certificates shall instead be deposited in the Basis Risk Reserve Fund X-B Subaccount to the extent of the X-B Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C and Subordinate Certificates, the Trustee, shall withdraw from the related Subaccount of the Basis Risk Reserve Fund the amount of any portion remaining Basis Risk Shortfall for such Classes of Interest Rate Cap Amounts remaining after distributions to Certificates and distribute the Holders of the Class 1A-2 Certificates amount withdrawn pursuant to Section 3.05(c5.01(a)(iii), . If on any Distribution Date the Securities Administrator shall distribute the amounts then amount on deposit in the Basis Risk Reserve FundFund is not sufficient to make a full distribution of the Basis Risk Shortfall, including any earnings thereon, the Trustee shall distribute such amount to the Class 1A-2 such Classes of Certificates in on a pro rata basis based on the amount of (i) any remaining Basis Risk Shortfalls for Shortfall due each such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesClass. On any Distribution DateDate for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates, the Trustee shall distribute pursuant to Section 5.01(a)(v) the lesser of any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain remaining on deposit in the Basis Risk Reserve FundFund X-B Subaccount and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates, sequentially, in that order. Funds remaining in the applicable Subaccount of the Basis Risk Reserve Fund on any Distribution Date after funding the payment of Basis Risk Shortfalls for such Distribution Date will be remitted to the Interest-Only Certificates, up to the amount of the X-1 Required Reserve Fund Deposit, X-2 Required Reserve Fund Deposit or X-B Required Reserve Fund Deposit, as applicable. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. The Holders of the Class X-1 Certificates shall direct the Trustee in writing as to the investment of amounts in the Basis Risk Reserve Fund X-1 Subaccount; the Holders of the X-2 Certificates shall direct the Trustee in writing as to the investment of amounts in the Basis Risk Reserve Fund X-2 Subaccount; and the Holders of the X-B Certificates shall direct the Trustee in writing as to the investment of amounts in the Basis Risk Reserve Fund X-B Subaccount. Any earnings on amounts in the various Subaccounts of the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderInterest-Only Certificates related to the particular subaccount. The Class X Certificate Interest-Only Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder X-1, Class X-2 and Class X-B Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder X-1, Class X-2 and Class X-B Certificateholder(s) as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X-1, Class X-2 and Class X-B Certificateholders. Moreover, for federal income tax purposes, the Holders of the Class X-1 Certificates shall be considered to be the owners of the Basis Risk Reserve Fund X-1 Subaccount; the Holders of the Class X-2 Certificates shall be considered to be the owners of the Basis Risk Reserve Fund X-2 Subaccount; and the Holders of the Class X-B Certificates shall be considered to be the owners of the Basis Risk Reserve Fund X-B Subaccount. (de) Upon Except as expressly provided hereunder, the earlier Trustee shall have no obligation to occur invest cash held in the Basis Risk Reserve Fund in the absence of timely and specific written investment direction from the Depositor. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction. (f) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self interest for (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced serving as investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to zero and certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Trustee does not guarantee the performance of any Permitted Investment. (g) Upon termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderX-1 Certificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the LIBOR Certificates and the Class 1A-2 and Class X A2 Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“Xxxxxx Holdings”), shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Basis Risk Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. (b) The Trustee shall account for the Cap Agreement as though it is comprised of two component cap agreements – the Basis Risk Cap and the Class X Cap. The Basis Risk Reserve Fund Class X Cap shall not be an asset of any REMIC the Trust Fund or the Basis Risk Reserve Fund. On each Distribution Date the Trustee shall distribute to the Class X Certificateholder pursuant to Section 5.02(d)(iii)(I) of this Agreement any payments made by the Cap Provider to the Trust Estate established hereby. Fund for such Distribution Date with respect to the Class X Cap, and the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. On each Distribution Date the Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(d)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Basis Risk Cap; (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to thereon in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls Cap, and (c) the Basis Risk Payment, if any, for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesDate. On any Distribution Date, any amounts that the Securities Administrator Trustee is not required to distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(d)(iii) of this Section 3.04(b) Agreement shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and Xxxxxx Holdings on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Xxxxxx Holdings shall be liable for any losses incurred on such investments. In The Depositor hereby directs the absence Trustee to enter into and execute the Cap Agreement on the Closing Date on behalf of written instructions from the Class X Certificateholder as to investment Trust Fund (for the benefit of funds on deposit the Certificateholders) in the case of the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) Cap and on behalf of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders holder of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to in the holders case of the Class 1A-2 X Cap. The Depositor, the Master Servicer and the Certificateholders (by their acceptance of such Certificates. Any payments to ) acknowledge that JPMorgan Chase Bank is entering into the Class 1A-2 Certificates Cap Agreement solely in light its capacity as Trustee of the foregoing shall Trust Fund and not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Dateits individual capacity.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of Class A-II Certificateholders, the Class 1A-2 and Class X Certificates, A-II Basis Risk Reserve Fund (the "Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund"). The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation limitation, other moneys of held by the Securities Administrator held Trustee pursuant to this Agreement. The Basis Risk Reserve Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be an asset part of any REMIC or REMIC. Distributions made to any outside reserve fund under this document shall be treated as made to, and any investment earnings on the Trust Estate established herebyBasis Risk Reserve Fund will be treated as owned by, the Class SB-I and Class SB-II Certificateholders (in the same proportions as amounts have been contributed to such Funds under Sections 4.02(d)(i) and 4.02(d)(ii), respectively). (b) On each Distribution Date, after the Trustee shall deposit of any portion of Interest Rate Cap Amounts remaining after distributions amounts from the Loan Group I and Group II Excess Cashflow to the Holders of the Class 1A-2 Certificates Basis Risk Reserve Fund pursuant to Section 3.05(c4.02(d)(i) and (ii). The amount required to be deposited into the Basis Risk Reserve Fund on the first Distribution Date will equal the Initial Class A-II Basis Risk Reserve Deposit and on any other Distribution Date will be an amount (the "Basis Risk Fund Deposit") equal to any Class A-II Basis Risk Shortfall for such Distribution Date and Class A-II Basis Risk Shortfalls remaining unpaid with respect to prior Distribution Dates, together with interest thereon at the Securities Administrator shall distribute then applicable Pass-Through Rate for the Class A-II Certificates, as well as an amount such that when added to amounts then remaining on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for Fund after distributions therefrom on such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain aggregate amount on deposit in the Basis Risk Reserve FundFund is equal to $10,000. The Trustee shall make withdrawals from the Basis Risk Reserve Fund to make distributions pursuant to Section 4.02(d)(i) and (ii) hereof. (c) Funds in the Basis Risk Reserve Fund shall may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class SB-I and Class SB-II Certificates (in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholdersame proportions as amounts have been contributed to such Funds under Sections 4.02(d)(i) and 4.02(d)(ii), respectively). The Class X Certificate SB-I and Class SB-II Certificates shall evidence ownership of the Class A-II Basis Risk Reserve Fund for federal income tax purposes as described in (a) above and the Class X Certificateholder shall direct the Securities Administrator, Trustee in writing, writing as to the investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust EstateTrust, any amounts remaining in the Class A-II Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders Certificateholders of the Class 1A-2 SB-I and Class SB-II Certificates (in the same proportions as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant amounts have been contributed to such notional principal contractFunds under Sections 4.02(d)(i) and 4.02(d)(ii), all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1respectively). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000[___]. The Securities Administrator on behalf of In addition, the Trustee shall hold each of the Interest Rate General Cap Agreement, the Pool [__] Cap Agreement and the Class [__] Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution DateDate on which there is a payment received by the Trustee under (i) the General Cap Agreement that is based on a notional amount in excess of the aggregate Class Principal Amount of the Offered Certificates (such amount, after deposit the “Class X General Excess Cap Amount”), (ii) the Pool [__] Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 [__] and Class [__] Certificates (such amount, the “Class X Pool [__] Excess Cap Amount”) or (iii) the Class [__] Cap Agreement that is based on a notional amount in excess of the Class Principal Amount of the Class [__] Certificate (such amount the “Class X [__] Excess Cap Amount” and together with the Class X General Excess Cap Amount and the Class X Pool [__] Excess Cap Amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(f)(iii)(J). On each Distribution Date, the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(f)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the General Cap Agreement, (b) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Pool [__] Cap Agreement (provided, however, that payments received from the Pool [__] Cap Agreement shall distribute be applied after amounts with respect to Basis Risk Payments and shall be for the sole benefit of the Class [__] and Class [__] Certificates and, to the extent of any excess, the Class X Certificates, pursuant to Section 5.02(f)(iii)(J), (c) any payments made to the Trust Fund for such Distribution Date with respect to the Class [__] Cap Agreement (provided, however, that payments received from the Class [__] Cap Agreement shall be applied after amounts with respect to Basis Risk Payments and for the sole benefit of the Class [__] Certificates and, to the extent of any excess, the Class X Certificates, pursuant to Section 5.02(f)(iii)(J), and (d) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreements and (iie) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments[_____________]. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain a Basis Risk Reserve Fund (the "Basis Risk Reserve Fund") for the benefit of the Class A-I Certificateholders in the name of the TrusteeXxxxx Fargo Bank Minnesota, in the Separate Interest Trust National Association, as trustee for the benefit of the holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Trust 2000-1 Class 1A-2 and Class X A-I Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys applied for the benefit of the Securities Administrator held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established herebyClass A-I Certificateholders. (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c)as necessary, the Securities Administrator Trustee shall distribute transfer from the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Distribution Account to the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b6.01(d)(x) shall remain on deposit in the any Basis Risk Reserve FundFund Deposit. (c) Funds in On each Distribution Date, funds on deposit or deposited on such date to the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts applied towards the distribution of any Basis Risk Shortfall Carryforward Amount to the Class A-I Certificateholders. (d) The Trustee shall invest moneys in the Basis Risk Reserve Fund in Eligible Investments as directed by the Holder of the Class B Certificates, which investments shall mature not later than the Distribution Date following the date of such investment and shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Trustee. All net income and gain realized from any such investment shall be paid to, and for the benefit of, the Holders of the Class X CertificateholderB Certificates on each Distribution Date. To the extent that the Class B Certificateholder does not deposit into the Basis Risk Reserve Fund out of such Holder's own funds immediately as realized without reimbursement the amount of any losses incurred in respect of any such investments (to the extent not offset by income from other such investments), such losses may be offset from the amounts that such holder would otherwise be entitled to receive under Section 6.01(a). The Class X Certificate B Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Holders of a majority Percentage Interest in the Class X Certificateholder B Certificates shall direct the Securities Administrator, Trustee in writing, writing as to the investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (de) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust EstateFund, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders Holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 B Certificates in light of the foregoing shall not be payments with respect same manner as if distributed pursuant to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date11.01 hereof.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of the aggregate Class Principal Amount of the LIBOR Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount shall not be an asset of the Trust Fund and, after deposit instead, shall be paid into and distributed out of any portion of Interest Rate Cap Amounts remaining after distributions to a separate trust created by this Agreement for the Holders benefit of the Class 1A-2 Certificates X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(e)(iii)(K), . On each Distribution Date the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator shall distribute to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Counterparty to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iid) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders Holders of the Class 1A-2 A-1, Class A-2, Class M-1, Class M-0, Xxxxx X-0 and Class X B-2 Certificates, the Basis Risk Reserve Fund, into which the Depositor shall deposit $1,000. The Securities Administrator on behalf of the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation limitation, other moneys of held by the Securities Administrator held Trustee pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Basis Risk Reserve Fund. On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions the Trustee shall transfer from the Distribution Account to the Holders of the Class 1A-2 Certificates Basis Risk Reserve Fund pursuant to Section 3.05(c4.02(b)(xv), the Securities Administrator Basis Risk Reserve Fund Deposit and following such deposit shall distribute the withdraw any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereonFund in the following amounts and order of priority: (i) concurrently, to the Class 1A-2 Certificates in the amount of (i) A-1 and Class A-2 Certificates, any remaining Basis Risk Shortfalls unpaid Net Rate Carryover Amounts for such Class and Classes, pro rata based on the Net Carryover Amounts for such Distribution Date and Classes; (ii) to the Class M-1 Certificates, any Basis Risk Shortfalls unpaid Net Rate Carryover Amounts for such Class; (iii) to the Class that remain M-2 Certificates, any unpaid from prior Distribution DatesNet Rate Carryover Amounts for such Class; (iv) to the Class B-1 Certificates, any unpaid Net Rate Carryover Amounts for such Class; and (v) to the Class B-2 Certificates, any unpaid Net Rate Carryover Amounts for such Class. Any such amounts distributed shall be treated for federal tax purposes as amounts distributed by the Class X REMIC to the Class X Certificates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds Fund in excess of the Required Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted Investments. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund Amount shall be distributed to the Class X CertificateholderCertificates pursuant to Section 4.02(b)(xvi). (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A1, Class A2, Class A3, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class B Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount shall not be an asset of the Trust Fund and, instead, shall be distributed to the Class X Certificateholders pursuant to Section 3.05(c5.02(e)(iii)(I), . On each Distribution Date the Securities Administrator Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsDeutsche Bank Institutional Treasury Money Fund. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 MTA and Class X LIBOR Certificates, the a Basis Risk Reserve FundFund which will be comprised of five subaccounts; the “Basis Risk Reserve Fund X-1 Subaccount,” the “Basis Risk Reserve Fund X-2 Subaccount,” the “Basis Risk Reserve Fund X-3A Subaccount,” the “Basis Risk Reserve Fund X-3B Subaccount” and the “Basis Risk Reserve Fund X-B Subaccount” (each, into which the Depositor shall deposit $1,000a “Subaccount”). The Basis Risk Reserve Fund X-1 Subaccount will be held in trust by the Securities Administrator on behalf of the Trustee shall hold holders of the Interest Rate Cap Agreement as an asset in the Class 1-A1A and Class 1-A1B Certificates. The Basis Risk Reserve FundFund X-2 Subaccount will be held in trust by the Securities Administrator on behalf of the holders of the Class 2-A1A1, Class 2-A1A2, Class 2-A1B and Class 2-A1C Certificates. The Basis Risk Reserve Fund X-3A Subaccount will be held in trust by the Securities Administrator on behalf of the holders of the Class 3-A1A1 Certificates. The Basis Risk Reserve Fund X-3B Subaccount will be held in trust by the Securities Administrator on behalf of the holders of the Class 3-A1A2, Class 3-A1B and Class 3-A1C Certificates. The Basis Risk Reserve Fund X-B Subaccount will be held in trust by the Securities Administrator on behalf of the holders of the Subordinate Certificates. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit of any portion of (i) Monthly Interest Rate Cap Distributable Amounts remaining after distributions that would otherwise be distributable with respect to the Holders Class X-1 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-1 Subaccount to the extent of the X-1 Required Reserve Fund Deposit, (ii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class 1A-2 X-2 Certificates shall instead be deposited in the Basis Risk Reserve Fund X-2 Subaccount to the extent of the X-2 Required Reserve Fund Deposit, (ii) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-3A Certificates shall instead be deposited in the Basis Risk Reserve Fund X-3A Subaccount to the extent of the X-3A Required Reserve Fund Deposit, (iv) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-3B Certificates shall instead be deposited in the Basis Risk Reserve Fund X-3B Subaccount to the extent of the X-3B Required Reserve Fund Deposit and (v) Monthly Interest Distributable Amounts that would otherwise be distributable with respect to the Class X-B Certificates shall instead be deposited in the Basis Risk Reserve Fund X-B Subaccount to the extent of the X-B Required Reserve Fund Deposit. (c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1-A1A, Class 1-A1B, Class 2-A1A1, Class 2-A1A2, Class 2-A1B, Class 2-A1C, Class 3-A1A1, Class 3-A1A2, Class 3-A1B and Class 3-A1C Certificates, the Securities Administrator, as Paying Agent, shall withdraw (i) first, with regard to the Class 1-A1A, Class 1-A1B, Class 2-A1A1, Class 2-A1A2, Class 2-A1B, Class 2-A1C, Class 3-A1A2, Class 3-A1B and Class 3-A1C Certificates, from the related Yield Maintenance Account, the amount of such Basis Risk Shortfall for such Classes of Certificates for distribution on such Distribution Date pursuant to Section 3.05(c4.04 and Section 5.01(a)(v), and then from the Securities Administrator shall distribute Basis Risk Reserve Fund the amounts then amount of any remaining Basis Risk Shortfall for such Classes of Certificates, pursuant to Section 5.01(a)(v). If on any Distribution Date the amount on deposit in the Basis Risk Reserve Fund, including any earnings thereon, Fund is not sufficient to make a full distribution of the Basis Risk Shortfall with respect to the Class 1A-2 1-A1A, Class 1-A1B, Class 2-A1A1, Class 2-A1A2, Class 2-A1B, Class 2-A1C, Class 3-A1A2, Class 3-A1B and Class 3-A1C Certificates remaining after application of funds available therefor in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Daterelated Yield Maintenance Account, any amounts that the Securities Administrator is not required to distribute from Administrator, as Paying Agent, shall withdraw the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain entire amount on deposit in the Basis Risk Reserve FundFund and distribute such amount to such Classes of Certificates on a pro rata basis based on the amount of Basis Risk Shortfall due each such Class. On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates, the Securities Administrator, as Paying Agent, after making the distributions described in the immediately preceding paragraph to the Class 1-A1A, Class 1-A1B, Class 2-A1A1, Class 2-A1A2, Class 2-A1B, Class 2-A1C, Class 3-A1A1, Class 3-A1A2, Class 3-A1B and Class 3-A1C Certificates, distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund and such Basis Risk Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates, sequentially, in that order. Funds remaining in the applicable Subaccount of the Basis Risk Reserve Fund on any Distribution Date after funding the payment of Basis Risk Shortfalls for such Distribution Date will be remitted to the Class X-1, Class X-2, Class X-3A, Class X-3B and Class X-B Certificates, up to the amount of the X-1 Required Reserve Fund Deposit, X-2 Required Reserve Fund Deposit, X-3A Required Reserve Fund Deposit, X-3B Required Reserve Fund Deposit and X-B Required Reserve Fund Deposit. (cd) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X CertificateholderX-1, Class X-2, Class X-3A, Class X-3B and Class X-B Certificateholders. The Class X Certificate X-1, Class X-2, Class X-3A, Class X-3B and Class X-B Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the Class X Certificateholder Holders thereof shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder X-1, Class X-2, Class X-3A, Class X-3B and Class X-B Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X X-1, Class X-2, Class X-3A, Class X-3B and Class X-B Certificateholder as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in clause (vvi) of the definition of Permitted InvestmentsInvestments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class X-1, Class X-2, Class X-3A, Class X-3B and Class X-B Certificateholders. (de) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, Fund any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X CertificateholderX-1, Class X-2, Class X-3A, Class X-3B and Class X-B Certificateholders. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class B1 and Class B2 Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount 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 X Certificateholders, and the Trustee shall distribute such amount (as specified in the monthly report furnished by the Securities Administrator to the Trustee with respect to such Distribution Date) to the Class X Certificateholders pursuant to Section 3.05(c5.02(e)(iii)(M). On each Distribution Date, the Trustee shall distribute in accordance with the monthly report furnished by the Securities Administrator shall distribute to the Trustee with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent specified in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Counterparty to the Trust Fund for such Distribution Date with respect to the Cap Agreement, (b) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Cap Agreement and (iic) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X LIBOR Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Capital, a Division of Xxxxxx Brothers Holdings Inc. ("Xxxxxx Capital") shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Basis Risk Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. (b) The Trustee shall account for the Cap Agreement as though it comprised two component cap agreements – the Basis Risk Cap and the Class X Cap. The Basis Risk Reserve Fund Class X Cap shall not be an asset of any REMIC the Trust Fund or the Basis Risk Reserve Fund. On each Distribution Date the Trustee shall distribute to the Class X Certificateholder pursuant to Section 5.02(d)(iii)(E) of this Agreement any payments made by the Cap Provider to the Trust Estate established hereby. Fund for such Distribution Date with respect to the Class X Cap, and the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. On each Distribution Date the Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(d)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund for such Distribution Date with respect to the Basis Risk Cap, (b) On each Distribution Date, after deposit of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders of the Class 1A-2 Certificates pursuant to Section 3.05(c), the Securities Administrator shall distribute the amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls Cap and (c) the Basis Risk Payment, if any, for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution DatesDate. On any Distribution Date, any amounts that the Securities Administrator Trustee is not required to distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(d)(iii) of this Section 3.04(b) Agreement shall remain on deposit in the Basis Risk Reserve Fund. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and Xxxxxx Capital on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder Xxxxxx Capital shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder Xxxxxx Capital as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.

Basis Risk Reserve Fund. (a) On the Closing Date, the Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, in the Separate Interest Trust trust for the benefit of the holders of the Class 1A-2 and Class X Certificates, the a Basis Risk Reserve Fund, into which the Depositor Xxxxxx Brothers Holdings Inc. (“LBH”) shall deposit $1,000. The Securities Administrator on behalf of In addition, the Trustee shall hold the Interest Rate Initial Cap Agreement and the Class 1-A Cap Agreement as an asset in the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation limitation, other moneys of the Securities Administrator Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset of any REMIC or the Trust Estate established hereby. (b) On each Distribution Date, after deposit Date on which there is either (i) a payment received by the Trustee under the Initial Cap Agreement that is based on a notional amount in excess of any portion of Interest Rate Cap Amounts remaining after distributions to the Holders aggregate Class Principal Amount of the Class 1A-2 1-A, Class 2-A, Class 3-A, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class B Certificates (such amount, the “Class X Initial Excess Cap Amount”), or (ii) a payment received by the Trustee under the Class 1-A Cap Agreement that is based on a notional amount in excess of the Class Principal Amount of the Class 1-A Certificates (such amount together with any Class X Initial Excess Cap Amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for purposes of determining the Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount shall not be an asset of the Trust Fund and, instead, shall be distributed to the Class X Certificateholders pursuant to Section 3.05(c5.02(f)(iii)(I). On each Distribution Date the Trustee shall distribute in the order of priority and to the extent specified in Section 5.02(f)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Initial Cap Provider to the Trust Fund for such Distribution Date with respect to the Initial Cap Agreement, (b) any payments made by the Class 1-A Cap Provider to the Trust Fund for such Distribution Date with respect to the Class 1-A Cap Agreement (provided, however, that payments received from the Class 1-A Cap Agreement shall be applied after amounts with respect to Basis Risk Payments and shall be for the sole benefit of the holders of the Class 1-A Certificates and, to the extent of any excess, the holders of the Class X Certificate, pursuant to Section 5.02(f)(iii)(I)), the Securities Administrator shall distribute the (c) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon, to in respect of the Class 1A-2 Certificates in the amount of (i) any remaining Basis Risk Shortfalls for such Class and such Distribution Date Initial Cap Agreement and (iid) any Basis Risk Shortfalls for such Class that remain unpaid from prior Distribution Dates. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to this Section 3.04(b) shall remain on deposit in the Basis Risk Reserve FundPayment, if any, for such Distribution Date. (c) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Eligible Investments. Any earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and LBH on behalf of the Class X Certificateholder Holder thereof shall direct the Securities AdministratorTrustee, in writing, as to investment of amounts on deposit therein. The Class X Certificateholder LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholder LBH as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall be invested in money market funds as described in clause (v) of the definition of Permitted InvestmentsXxxxx Fargo Prime Money Market Fund Investment Account. (d) Upon the earlier to occur of (i) the Distribution Date on which the Class Principal Balance of each of the Class 1A-2 Certificates is reduced to zero and (ii) the termination of the Trust Estate, any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the Class X Certificateholder. (e) For federal income tax purposes, the Securities Administrator shall treat the holders of the Class 1A-2 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the holders of the Class 1A-2 Certificates. Any payments to the Class 1A-2 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article III hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1A-2 Certificates, the Securities Administrator shall treat the notional principal contract described in this paragraph as having a value of $10,000.00 as of the Closing Date.