Common use of Cap Agreement Reserve Fund Clause in Contracts

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements on behalf of the Trust and to establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after the first Distribution Date but not beyond the ______ 20__ Distribution Date, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after the first Distribution Date but not beyond the ______ 20__ Distribution Date, (before giving effect to the distributions pursuant to Section 7.03(b) D.21), the Trustee shall apply all Cap Agreement Proceeds received on the Cap Agreements for such Distribution Date in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund (i) to the Class AV-1 Certificates, the lesser of (A) the unpaid Group II Adjusted Cap Carryover and (B) the Group II Net WAC Cap Carryover, (ii) to each class of Group III Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related Group III Net WAC Cap Carryover for such Class, and (iii) to each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class and (B) the related Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently, (1) from and to the extent of amounts remaining in respect of the Group II Cap Agreement, to the Class AV-2, Class AV-3 and Class AV-4 Certificates, pro rata, any related unpaid Group III Net WAC Cap Carryover for any such Class, and (2) from and to the extent of amounts remaining in respect of the Group III Cap Agreement, to the Class AV-1 Certificates, any unpaid Group II Net WAC Cap Carryover for such Class, (iii) third, to the Class M-1 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xi) eleventh, on the Distribution Date in ______ 20__, any remainder to (or upon the order of) the Servicer. (c) [Reserved]. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC created pursuant to this Agreement. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For any Distribution Date on which there is a payment under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III Certificates and the Group Subordinate Amount with respect to Group III immediately prior to such Distribution Date, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed paid to the Servicer and distributed from the Servicer to the Certificateholders in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements Agreement on behalf of the Trust and to establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after the first Distribution Date Startup Day but not beyond the ______ 20__ October 2007 Distribution Date, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements Agreement since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after the first Distribution Date Startup Day but not beyond the ______ 20__ October 2007 Distribution Date, (before giving effect to the distributions pursuant to Section 7.03(b) D.217.03(b)C.23), the Trustee shall apply all Cap Agreement Proceeds received on the Cap Agreements Agreement for such Distribution Date and, to the extent necessary, all other amounts, if any, on deposit in the Cap Agreement Reserve Fund (other than investment earnings on funds held in the Cap Agreement Reserve Fund, which shall be for the account of the Servicer) in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund (i) to the Class AV-1 Certificates, the lesser of (A) the unpaid related Group II Adjusted Cap Carryover and (B) the Group II Net WAC Cap Carryover, (ii) to each class of Group III Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related unpaid Group III II Net WAC Cap Carryover for such Class, (ii) to the Class AV-2 Certificates, the lesser of (A) the related Group II Adjusted Cap Carryover for such Class and (B) the related unpaid Group II Net WAC Cap Carryover for such Class, (iii) to the Class AV-3 Certificates, the lesser of (A) any related Group II Adjusted Cap Carryover for such Class and (B) the related unpaid Group II Net WAC Cap Carryover for such Class and (iv) to each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class Class and (B) the related unpaid Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently, (1) from and to the extent of amounts remaining in respect of the Group II Cap Agreementremaining, to the Class AV-2AV-1, Class AV-3 AV-2 and Class AV-4 AV-3 Certificates, pro rata, any related unpaid Group III II Net WAC Cap Carryover for any such Class, and (2) from and to the extent of amounts remaining in respect of the Group III Cap Agreement, to the Class AV-1 Certificates, any unpaid Group II Net WAC Cap Carryover for such Class, (iii) third, to the Class M-1 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B B-1 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (xi) eleventh, to the Class B-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xixii) eleventh, on the Distribution Date in ______ 20__twelfth, any remainder for deposit into the Cap Agreement Reserve Fund. Any amount remaining on deposit in the Cap Agreement Reserve Fund after the application of funds pursuant to this Section 7.12(b) on the October 2007 Distribution Date shall be paid from the separate trust referred to in subsection (d) above to (or upon the order of) the Servicer. (c) [Reserved]. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC or the Trust Fund created pursuant to this AgreementAgreement and, instead, shall be an asset of a separate trust. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__October 2007, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For If there are any Distribution Date on which there is a payment aggregate payments under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III II Certificates and the Group aggregate Certificate Principal Balance of the Subordinate Amount with respect to Group III immediately prior to such Distribution DateCertificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed an asset of the separate trust referred to in subsection (d) above, and shall be paid to the Servicer into and distributed from out of the separate trust referred to in subsection (d) above for the benefit of the Servicer to the Certificateholders extent of and in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements on behalf of the Trust and to establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after the first Distribution Date but not beyond the ______ 20__ April 2007 Distribution Date, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after the first Distribution Date but not beyond the ______ 20__ April 2007 Distribution Date, (before giving effect to the distributions pursuant to Section 7.03(b) D.21), the Trustee shall apply all Cap Agreement Proceeds received on the Cap Agreements for such Distribution Date in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund (i) to the Class AV-1 Certificates, the lesser of (A) the unpaid Group II Adjusted Cap Carryover and (B) the Group II Net WAC Cap Carryover, (ii) to each class of Group III CertificatesCertificates (other than the Group III A-IO component), the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related Group III Net WAC Cap Carryover for such Class, and (iii) to each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class and (B) the related Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently, (1) from and to the extent of amounts remaining in respect of the Group II Cap Agreement, to the Class AV-2, Class AV-3 AV-3, Class AV-4 and Class AV-4 AV-5 Certificates, pro rata, any related unpaid Group III Net WAC Cap Carryover for any such Class, and (2) from and to the extent of amounts remaining in respect of the Group III Cap Agreement, to the Class AV-1 Certificates, any unpaid Group II Net WAC Cap Carryover for such Class, (iii) third, to the Class M-1 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xi) eleventh, on the Distribution Date in ______ 20__April 2007, any remainder to (or upon the order of) the Servicer. (c) [ReservedRESERVED]. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC created pursuant to this Agreement. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__April 2007, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For any Distribution Date on which there is a payment under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III Certificates and the Group Subordinate Amount with respect to Group III immediately prior to such Distribution Date, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed paid to the Servicer and distributed from the Servicer to the Certificateholders in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements on behalf of the Trust and to shall establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after up to and including the first Distribution Date but not beyond the ______ 20__ Distribution Datein March 2005, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after Date, up to and including the first Distribution Date but not beyond the ______ 20__ Distribution Datein March 2005, (before giving effect to the distributions pursuant to Section 7.03(b) D.21D.13), the Trustee shall apply all payments received on each Cap Agreement Proceeds received on (up to the Cap Agreements related Trust Portion thereof) for such Distribution Date in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund , (i1) to the Class AV-1 Certificates, the lesser of (A) the unpaid Group II Adjusted Cap Carryover and (B) the any Group II Net WAC Cap Carryover, (ii) Carryover and then to each class of Group III the Class AV-2 Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related any Group III Net WAC Cap Carryover for such ClassCarryover, and (iii) to sequentially, in that order, in each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class and (B) the related Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently, (1) case from and to the extent of amounts remaining in respect of the Group II Cap Agreement, and (2) to the Class AV-2, Class AV-3 and Class AV-4 AV-2 Certificates, pro rata, any related unpaid Group III Net WAC Cap Carryover for and then to the Class AV-1 Certificates, any such ClassGroup II Net WAC Cap Carryover, and (2) sequentially, in that order, in each case from and to the extent of amounts remaining in respect of the Group III Cap Agreement; (ii) second, to the Class AV-1 M-1 Certificates, any unpaid Group II Subordinate Net WAC Cap Carryover for such Class,; (iii) third, to the Class M-1 M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xivi) eleventhsixth, on the Distribution Date in ______ 20__March 2005, any remainder to (or upon the order of) the Servicer. (c) [Reserved]On each Distribution Date, the Trustee shall distribute to the Servicer the excess of (1) any payments received on each Cap Agreement for such date, over (2) the related Trust Portion thereof. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC created pursuant to this Agreement. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__March 2005, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For any Distribution Date on which there is a payment under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III Certificates and the Group Subordinate Amount with respect to Group III immediately prior to such Distribution Date, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed paid to the Servicer and distributed from the Servicer to the Certificateholders in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements Agreement on behalf of the Trust and to establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after the first October 2003 Distribution Date but not beyond and up to and including the ______ 20__ Distribution DateDate in July 2005, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements Agreement since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after the first October 2003 Distribution Date but not beyond and up to and including the ______ 20__ Distribution DateDate in July 2005, (before giving effect to the distributions pursuant to Section 7.03(b) D.21C.13), the Trustee shall apply all Cap Agreement Proceeds payments received on the Cap Agreements Agreement (up to the related Trust Portion thereof) for such Distribution Date in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund (i) to the Class AV-1 Certificates, the lesser of (A) the unpaid Group II Adjusted Cap Carryover and (B) the Group II Net WAC Cap Carryover, (ii) to each class of Group III Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related Group III Net WAC Cap Carryover for such Class, and (iii) to each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class and (B) the related Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently, (1) from and to the extent of amounts remaining in respect of the Group II Cap Agreement, to the Class AV-2, Class AV-3 and Class AV-4 Certificates, pro rata, any related unpaid Group III Net WAC Cap Carryover for any such Class, and (2) from and to the extent of amounts remaining in respect of the Group III Cap Agreement, to the Class AV-1 AV Certificates, any unpaid Group II Net WAC Cap Carryover for such Class,; (ii) second, to the Class M-1 Certificates, any Subordinate Net WAC Cap Carryover for such Class; (iii) third, to the Class M-1 M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xivi) eleventhsixth, on the Distribution Date in ______ 20__July 2005, any remainder to (or upon the order of) the Servicer. (c) [Reserved]On each Distribution Date, the Trustee shall distribute to the Servicer the excess of (1) any payments received on the Cap Agreement for such date, over (2) the related Trust Portion thereof. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC created pursuant to this Agreement. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__July 2005, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For any Distribution Date on which there is a payment under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III Certificates and the Group Subordinate Amount with respect to Group III immediately prior to such Distribution Date, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed paid to the Servicer and distributed from the Servicer to the Certificateholders in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements on behalf of the Trust and to shall establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after the first July 2003 Distribution Date but not beyond and up to and including the ______ 20__ Distribution DateDate in April 2005, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements Agreement since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after the first July 2003 Distribution Date but not beyond and up to and including the ______ 20__ Distribution DateDate in April 2005, (before giving effect to the distributions pursuant to Section 7.03(b) D.21C.13), the Trustee shall apply all Cap Agreement Proceeds payments received on the Cap Agreements Agreement (up to the related Trust Portion thereof) for such Distribution Date in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund (i) to the Class AV-1 Certificates, the lesser of (A) the unpaid Group II Adjusted Cap Carryover and (B) the Group II Net WAC Cap Carryover, (ii) to each class of Group III Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related Group III Net WAC Cap Carryover for such Class, and (iii) to each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class and (B) the related Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently, (1) from and to the extent of amounts remaining in respect of the Group II Cap Agreement, to the Class AV-2, Class AV-3 and Class AV-4 Certificates, pro rata, any related unpaid Group III Net WAC Cap Carryover for any such Class, and (2) from and to the extent of amounts remaining in respect of the Group III Cap Agreement, to the Class AV-1 AV Certificates, any unpaid Group II Net WAC Cap Carryover for such Class,; (ii) second, to the Class M-1 Certificates, any Subordinate Net WAC Cap Carryover for such Class; (iii) third, to the Class M-1 M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xivi) eleventhsixth, on the Distribution Date in ______ 20__April 2005, any remainder to (or upon the order of) the Servicer. (c) [Reserved]On each Distribution Date, the Trustee shall distribute to the Servicer the excess of (1) any payments received on the Cap Agreement for such date, over (2) the related Trust Portion thereof. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC created pursuant to this Agreement. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__April 2005, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For any Distribution Date on which there is a payment under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III Certificates and the Group Subordinate Amount with respect to Group III immediately prior to such Distribution Date, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed paid to the Servicer and distributed from the Servicer to the Certificateholders in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements on behalf of the Trust and to establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after the first February 2004 Distribution Date but not beyond and up to and including the ______ 20__ Distribution DateDate in September 2006, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after the first February 2004 Distribution Date but not beyond and up to and including the ______ 20__ Distribution DateDate in September 2006, (before giving effect to the distributions pursuant to Section 7.03(b) D.21D.17), the Trustee shall apply all Cap Agreement Proceeds received on the Cap Agreements for such Distribution Date in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund : (i1) to the Class AV-1 Certificates, the lesser of (A) the unpaid Group II Adjusted Cap Carryover and (B) the any Group II Net WAC Cap Carryover, (ii) Carryover and then to each class of Group III the Class AV-2 Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related any Group III Net WAC Cap Carryover for such ClassCarryover, and (iii) to sequentially, in that order, in each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class and (B) the related Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently, (1) case from and to the extent of amounts remaining in respect of the Group II Cap Agreement, and (2) to the Class AV-2, Class AV-3 and Class AV-4 AV-2 Certificates, pro rata, any related unpaid Group III Net WAC Cap Carryover for and then to the Class AV-1 Certificates, any such ClassGroup II Net WAC Cap Carryover, and (2) sequentially, in that order, in each case from and to the extent of amounts remaining in respect of the Group III Cap Agreement; (ii) second, to the Class AV-1 M-1 Certificates, any unpaid Group II Subordinate Net WAC Cap Carryover for such Class,; (iii) third, to the Class M-1 M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xiviii) eleventheighth, on the Distribution Date in ______ 20__September 2006, any remainder to (or upon the order of) the Servicer. (c) [ReservedRESERVED]. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC created pursuant to this Agreement. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__September 2006, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For any Distribution Date on which there is a payment under any either Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date Date, and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances Balance of the Group III Class AV-2 Certificates and the Group Subordinate Amount with respect to Group III immediately prior to such Distribution Date, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed paid to the Servicer and distributed from the Servicer to the Certificateholders in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements on behalf of the Trust and to establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after the first Distribution Date on or prior to but not beyond the ______ 20__ Distribution DateDate in February 2006, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after the first Distribution Date on or prior to but not beyond the ______ 20__ Distribution DateDate in February 2006, (before giving effect to the distributions pursuant to Section 7.03(b) D.21E.21), the Trustee shall apply all Cap Agreement Proceeds received on the Cap Agreements for such Distribution Date in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund (i) to the Class AV-1 Certificates, the lesser of (A) the unpaid Group II Adjusted Cap Carryover and (B) the Group II Net WAC Cap Carryover, (ii) to each class of Group III Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related Group III Net WAC Cap Carryover for such Class, and (iii) to each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class and (B) the related Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently,: (1) from and to the extent of amounts remaining in respect of the Group II Cap Agreement, sequentially, as follows: (A) to the Class AV-1 Certificates, any unpaid Group II Net WAC Cap Carryover for that class, and then (B) to the Class AV-2, Class AV-3, Class AV-4 and Class AV-5 Certificates, pro rata, any related unpaid Group III Net WAC Cap Carryover or Group IV Net WAC Cap Carryover for any such class, and (2) from and to the extent of amounts in respect of the Group III Cap Agreement, sequentially, as follows: (A) to the Class AV-2, Class AV-3 and Class AV-4 Certificates, pro rata, any related unpaid Group III Net WAC Cap Carryover for any such Classclass, and then (B) to the Class AV-1 and Class AV-5 Certificates, pro rata, any related unpaid Group II Net WAC Cap Carryover or Group IV Net WAC Cap Carryover for any such class, and (23) from and to the extent of amounts remaining in respect of the Group III IV Cap Agreement, sequentially, as follows: (A) to the Class AV-1 AV-5 Certificates, any unpaid Group IV Net WAC Cap Carryover for such class, and then (B) to the Class AV-1, Class AV-2, Class AV-3 and Class AV-4 Certificates, pro rata, any related unpaid Group II Net WAC Cap Carryover or Group III Net WAC Cap Carryover for any such class; (ii) second, to the Class M-1 Certificates, any Subordinate Net WAC Cap Carryover for such Class,; (iii) third, to the Class M-1 M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xix) eleventhtenth, on the Distribution Date in ______ 20__February 2006, any remainder to (or upon the order of) the Servicer. (c) [ReservedRESERVED]. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC created pursuant to this Agreement. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__February 2006, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For any Distribution Date on which there is a payment under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and Date, (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III Certificates and the Group Subordinate Amount with respect to Group III immediately prior to such Distribution Date and (iii) in the case of the Group IV Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-5 Certificates and the Group Subordinate Amount with respect to Group IV immediately prior to such Distribution Date, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed paid to the Servicer and distributed from the Servicer to the Certificateholders in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements Agreement on behalf of the Trust and to establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after the first Distribution Date Startup Day but not beyond the ______ 20__ July 2008 Distribution Date, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements Agreement since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after the first Distribution Date Startup Day but not beyond the ______ 20__ July 2008 Distribution Date, (before giving effect to the distributions pursuant to Section 7.03(b) D.21)clause C.25, the Trustee shall apply all Cap Agreement Proceeds received on the Cap Agreements Agreement for such Distribution Date and, to the extent necessary, all other amounts, if any, on deposit in the Cap Agreement Reserve Fund (other than investment earnings on funds held in the Cap Agreement Reserve Fund, which shall be for the account of the Servicer) in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund (i) to the Class AV-1 Certificates, the lesser of (A) the unpaid related Group II Adjusted Cap Carryover and (B) the Group II Net WAC Cap Carryover, (ii) to each class of Group III Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related unpaid Group III II Net WAC Cap Carryover for such Class, (ii) to the Class AV-2 Certificates, the lesser of (A) the related Group II Adjusted Cap Carryover for such Class and (B) the related unpaid Group II Net WAC Cap Carryover for such Class and (iii) to each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class Class and (B) the related unpaid Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently, (1) from and to the extent of amounts remaining in respect of the Group II Cap Agreementremaining, to the Class AV-2, Class AV-3 AV-1 and Class AV-4 AV-2 Certificates, pro rata, any related unpaid Group III II Net WAC Cap Carryover for any such Class, and (2) from and to the extent of amounts remaining in respect of the Group III Cap Agreement, to the Class AV-1 Certificates, any unpaid Group II Net WAC Cap Carryover for such Class,; (iii) third, to the Class M-1 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B B-1 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (xi) eleventh, to the Class B-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (xii) twelfth, to the Class B-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xixiii) eleventh, on the Distribution Date in ______ 20__thirteenth, any remainder for deposit into the Cap Agreement Reserve Fund. Any amount remaining on deposit in the Cap Agreement Reserve Fund after the application of funds pursuant to this Section 7.12(b) on the July 2008 Distribution Date shall be paid from the separate trust referred to in subsection (d) below to (or upon the order of) the Servicer. (c) [Reserved]. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC or the Trust Fund created pursuant to this AgreementAgreement and, instead, shall be an asset of a separate trust. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__July 2008, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For If there are any Distribution Date on which there is a payment aggregate payments under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III II Certificates and the Group aggregate Certificate Principal Balance of the Subordinate Amount with respect to Group III immediately prior to such Distribution DateCertificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed an asset of the separate trust referred to in subsection (d) above, and shall be paid to the Servicer into and distributed from out of the separate trust referred to in subsection (d) above for the benefit of the Servicer to the Certificateholders extent of and in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements on behalf of the Trust and to establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after the first Distribution Date but not beyond the ______ 20__ August 2007 Distribution Date, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after the first Distribution Date but not beyond the ______ 20__ August 2007 Distribution Date, (before giving effect to the distributions pursuant to Section 7.03(b) D.217.03(b)(iii)(17.), the Trustee shall apply all Cap Agreement Proceeds received on the Cap Agreements for such Distribution Date in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund (i) to the Class AV-1 Certificates, the lesser of (A) the unpaid Group II Adjusted Cap Carryover and (B) the Group II Net WAC Cap Carryover, (ii) to each class of Group III Senior Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related Group III Net WAC Cap Carryover for such Class, and (iii) to each Class of Group II/III Subordinate Certificates, the lesser of (A) the related unpaid Group II/III Subordinate Adjusted Cap Carryover for such class Class and (B) the related Group II/III Subordinate Net WAC Cap Carryover for such classClass; (ii) second, concurrently, (1) from and to the extent of amounts remaining in respect of the Group II Cap Agreement, to the Class AV-2, Class AV-3 AV-3, Class AV-4 and Class AV-4 AV-5 Certificates, pro rata, any related unpaid Group III Net WAC Cap Carryover for any such Class, and (2) from and to the extent of amounts remaining in respect of the Group III Cap Agreement, to the Class AV-1 Certificates, any unpaid Group II Net WAC Cap Carryover for such Class, (iii) third, to the Class M-1 MV-1 Certificates, any remaining Group II/III Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 MV-2 Certificates, any remaining Group II/III Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 MV-3 Certificates, any remaining Group II/III Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 MV-4 Certificates, any remaining Group II/III Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 MV-5 Certificates, any remaining Group II/III Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 MV-6 Certificates, any remaining Group II/III Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 BV Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B Certificates, any remaining Group II/III Subordinate Net WAC Cap Carryover for such Class; and (xix) eleventhtenth, on the Distribution Date in ______ 20__August 2007, any remainder to (or upon the order of) the Servicer. (c) [Reserved]. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC created pursuant to this Agreement. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__August 2007, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For any Distribution Date on which there is a payment under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III Senior Certificates and the Group Subordinate Amount with respect to Group III immediately prior to such Distribution Date, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed paid to the Servicer and distributed from the Servicer to the Certificateholders in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements Agreement on behalf of the Trust and to establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after the first Distribution Date but not beyond the ______ 20__ October 2006 Distribution Date, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements Agreement since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after the first Distribution Date but not beyond the ______ 20__ October 2006 Distribution Date, (before giving effect to the distributions pursuant to Section 7.03(b) D.217.03(b)C.21), the Trustee shall apply all Cap Agreement Proceeds received on the Cap Agreements Agreement for such Distribution Date in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund (i) to the Class AV-1 Certificates, the lesser of (A) the unpaid related Group II Adjusted Cap Carryover and (B) the Group II Net WAC Cap Carryover, (ii) to each class of Group III Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related unpaid Group III II Net WAC Cap Carryover for such Class, (ii) to the Class AV-2 Certificates, the lesser of (A) the related Group II Adjusted Cap Carryover for such Class and (B) the related unpaid Group II Net WAC Cap Carryover for such Class, (iii) to the Class AV-3 Certificates, the lesser of (A) any related Group II Adjusted Cap Carryover for such Class and (B) the related unpaid Group II Net WAC Cap Carryover for such Class and (iv) to each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class Class and (B) the related unpaid Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently, (1) from and to the extent of amounts remaining in respect of the Group II Cap Agreementremaining, to the Class AV-2AV-1, Class AV-3 AV-2 and Class AV-4 AV-3 Certificates, pro rata, any related unpaid Group III II Net WAC Cap Carryover for any such Class, and (2) from and to the extent of amounts remaining in respect of the Group III Cap Agreement, to the Class AV-1 Certificates, any unpaid Group II Net WAC Cap Carryover for such Class, (iii) third, to the Class M-1 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xi) eleventh, on the Distribution Date in ______ 20__October 2006, any remainder to (or upon the order of) the Servicer. (c) [Reserved]. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC created pursuant to this Agreement. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__October 2006, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For any Distribution Date on which there is a payment under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Group II Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III Certificates and the Group Subordinate Amount with respect to Group III immediately prior to such Distribution Date, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed paid to the Servicer and distributed from the Servicer to the Certificateholders in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Trustee is hereby authorized and directed to enter into the Cap Agreements on behalf of the Trust and to establish the Cap Agreement Reserve Fund pursuant to Section 7.02(a). On each Distribution Date after the first Distribution Date but not beyond the ______ 20__ July 2007 Distribution Date, the Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements since the preceding Distribution Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Servicer. (b) On each Distribution Date after the first Distribution Date but not beyond the ______ 20__ July 2007 Distribution Date, (before giving effect to the distributions pursuant to Section 7.03(b) D.21), the Trustee shall apply all Cap Agreement Proceeds received on the Cap Agreements for such Distribution Date in the following order of priority: (i) first, concurrently, from and to the extent of the amounts in the Cap Agreement Reserve Fund (i) to the Class AV-1 Certificates, the lesser of (A) the unpaid Group II Adjusted Cap Carryover and (B) the Group II Net WAC Cap Carryover, (ii) to each class of Group III Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover for such Class and (B) the related Group III Net WAC Cap Carryover for such Class, and (iii) to each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class and (B) the related Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently, (1) from and to the extent of amounts remaining in respect of the Group II Cap Agreement, to the Class AV-2, Class AV-3 and Class AV-4 Certificates, pro rata, any related unpaid Group III Net WAC Cap Carryover for any such Class, and (2) from and to the extent of amounts remaining in respect of the Group III Cap Agreement, to the Class AV-1 Certificates, any unpaid Group II Net WAC Cap Carryover for such Class, (iii) third, to the Class M-1 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xi) eleventh, on the Distribution Date in ______ 20__July 2007, any remainder to (or upon the order of) the Servicer. (c) [Reserved]. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC created pursuant to this Agreement. For state and federal tax purposes the Servicer, on the Distribution Date in ______ 20__July 2007, shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For any Distribution Date on which there is a payment under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III Certificates and the Group Subordinate Amount with respect to Group III immediately prior to such Distribution Date, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed paid to the Servicer and distributed from the Servicer to the Certificateholders in accordance with the priority of payments set forth in Section 7.12(b).

Cap Agreement Reserve Fund. (a) The Indenture Trustee is hereby authorized shall establish and directed to enter into the Cap Agreements on behalf of the Trust and to establish maintain the Cap Agreement Reserve Fund pursuant to Section 7.02(a)be held in trust for the benefit of Holders of the Class AV-1, Class AV-2, Class M and Class B Notes. The Cap Agreement Reserve Fund shall at all times be an Eligible Account. On each Distribution Date after the first Distribution Date but not beyond the ______ 20__ Distribution Payment Date, the Indenture Trustee shall deposit in the Cap Agreement Reserve Fund all amounts received on the Cap Agreements Agreement since the preceding Distribution Payment Date. Amounts on deposit in the Cap Agreement Reserve Fund shall be invested at the direction of the Servicer. Any investment earnings on funds held in the Cap Agreement Reserve Fund shall be for the account of the Master Servicer. (b) On each Distribution Payment Date after the first Distribution Date but not beyond the ______ 20__ Distribution Date, (before giving effect to the distributions pursuant to Section 7.03(b) D.214.1(f)), the Indenture Trustee shall apply all Cap Agreement Proceeds payments received on the Cap Agreements Agreement (up to the Trust Portion thereof) for such Distribution Payment Date in the following order of priority: (i) : first, concurrentlypro rata, from and to the extent of the amounts in the Cap Agreement Reserve Fund (i) to the Class AV-1 Certificatesand Class AV-2 Notes, any Current Interest and any Interest Carry Forward Amount for such Classes not paid in accordance with Section 4.1(a); second, to the lesser of (A) the unpaid Group II Adjusted Cap Carryover and (B) the Group II Net WAC Cap CarryoverClass M-1 Notes, (ii) to each class of Group III Certificates, the lesser of (A) the related unpaid Group III Adjusted Cap Carryover any Current Interest for such Class not paid in accordance with Section 4.1(b) and (Bany Interest Carry Forward Amount for such Class; third, to the Class M-2 Notes, any Current Interest for such Class not paid in accordance with Section 4.1(b) and any Interest Carry Forward Amount for such Class; fourth, to the related Group III Net WAC Cap Carryover Class M-3 Notes, any Current Interest for such Class not paid in accordance with Section 4.1(b) and any Interest Carry Forward Amount for such Class; fifth, to the Class B-1 Notes, any Current Interest for such Class not paid in accordance with Section 4.1(b) and any Interest Carry Forward Amount for such Class; sixth, to the Class B-2 Notes, any Current Interest for such Class not paid in accordance with Section 4.1(b) and any Interest Carry Forward Amount for such Class, and (iii) to each Class of Subordinate Certificates, the lesser of (A) the related unpaid Subordinate Adjusted Cap Carryover for such class and (B) the related Subordinate Net WAC Cap Carryover for such class; (ii) second, concurrently, (1) from and to the extent of amounts remaining in respect of the Group II Cap Agreement, to the Class AV-2, Class AV-3 and Class AV-4 Certificates, pro rata, any related unpaid Group III Net WAC Cap Carryover for any such Class, and (2) from and to the extent of amounts remaining in respect of the Group III Cap Agreement, to the Class AV-1 Certificates, any unpaid Group II Net WAC Cap Carryover for such Class, (iii) third, to the Class M-1 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (iv) fourth, to the Class M-2 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (v) fifth, to the Class M-3 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vi) sixth, to the Class M-4 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (vii) seventh, to the Class M-5 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (viii) eighth, to the Class M-6 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (ix) ninth, to the Class M-7 Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; (x) tenth, to the Class B Certificates, any remaining Subordinate Net WAC Cap Carryover for such Class; and (xi) eleventh, on the Distribution Date in ______ 20__, any remainder to (or upon the order of) the Master Servicer. (c) [ReservedOn each Payment Date, the Indenture Trustee shall distribute to the Holder of the Trust Certificate, the excess of (1) any payments received on the Cap Agreement for such date, over (2) the Trust Portion thereof.]. (d) The Cap Agreement Reserve Fund shall be treated as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.8606-2(h) and shall not be an asset of any REMIC created pursuant to this Agreement. For state and federal tax purposes purposes, the Servicer, on the Distribution Date in ______ 20__, Master Servicer shall be the beneficial owner of the Cap Agreement Reserve Fund. (e) For any Distribution Date on which there is a payment under any Cap Agreement based on a notional balance in excess of (i) in the case of the Group II Cap Agreement, the sum of the aggregate Certificate Principal Balance of the Class AV-1 Certificates and the Group Subordinate Amount with respect to Group II immediately prior to such Distribution Date and (ii) in the case of the Group III Cap Agreement, the sum of the aggregate Certificate Principal Balances of the Group III Certificates and the Group Subordinate Amount with respect to Group III immediately prior to such Distribution Date, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be deemed paid to the Servicer and distributed from the Servicer to the Certificateholders in accordance with the priority of payments set forth in Section 7.12(b).