Common use of Carryover Reserve Fund Clause in Contracts

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificates. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain in its namea separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the benefit of the Holders of the CertificatesDeutsche Alt-A Securities Mortgage Loan Trust, the Series 2007-OA3, Mortgage Pass-Through Certificates Carryover Reserve Fund”, and shall deposit $606,000 therein upon receipt from or on behalf of the Depositor of such amount. The Carryover 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 held by the Trustee Securities Administrator pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted InvestmentsEligible Investments at the direction of the Holders of the Class CE Certificates, which Eligible Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Eligible Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Eligible Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Eligible Investments shall be made in the name of the Securities Administrator, for the benefit of the Holders of the Class CE Certificates. Any net investment earnings on such amounts shall be payable to retained therein until withdrawn as provided in this Section 3.26 below. Any losses incurred in the Class C CertificatesCarryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. The Securities Administrator shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 3.26. If no investment direction is provided, the funds will be held uninvested. (c) On each of such Distribution Dates, following (i) distributions of Interest Funds, (ii) distributions of Principal Funds, (iii) the distribution of the Net Monthly Excess Cashflow and withdrawals from the Reserve Fund, and (iv) withdrawals from the Floor Account, Class C Certificates A-1 Swap Account and Certificate Swap Account, the Securities Administrator shall evidence ownership of withdraw funds from the Carryover Reserve Fund for federal tax purposes distribution to the Senior Certificates and the Holders thereof evidencing not less than 50% Subordinate Certificates in the following order of priority: (i) first, concurrently, to the holders of the Voting Rights of such Class shall direct the Trustee in writing as Senior Certificates, on a pro rata basis based on their respective Net WAC Rate Carryover Amounts, to the investment extent remaining unpaid after all prior distributions on such Distribution Date; and (ii) second, sequentially, to the holders of amounts therein. the Subordinate Certificates, in the order of their numerical class designations, the related Net WAC Rate Carryover Amount, to the extent remaining unpaid after all prior distributions on such Distribution Date. (d) In addition, the absence of such written direction, all funds Securities Administrator may from time to time make withdrawals from the Carryover Reserve Fund for the following purposes: (i) to withdraw any amount deposited in the Carryover Reserve Fund shall and not required to be invested by the Trustee in The Bank of New York cash reserves.deposited therein; (dii) Upon termination to pay the Holders of the Trust Fund, Class CE Certificates investment earnings; (iii) to distribute any amounts remaining in the Carryover Reserve Fund shall to the Holders of the Class CE Certificates after the distribution of any Net WAC Rate Carryover Amounts to the Certificates on the Distribution Date in June of 2007; and (iv) to clear and terminate the Carryover Reserve Fund upon the termination of this Agreement pursuant to Section 9.1. (e) For federal and state income tax purposes, the Holders of the Class CE Certificates will be deemed to be the owners of the Carryover Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Holders of the Class C CE Certificates or their respective designees. The Carryover Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Class M Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the same manner as if distributed pursuant to meaning of Code Section 4.04(f) hereof860(G)(a)(1).

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $1,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contract in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received in respect of the Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(d) shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such in respect of the Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(d) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted InvestmentsInvestments at the written direction of the Majority Holder of the Class C Certificates, which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class C CertificatesCertificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (2) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.07. The Carryover Reserve Fund shall not constitute an asset of any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.purposes

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date on which the Net Excess Spread is less than .25%, the Trustee shall transfer from the Distribution Account to the Carryover Reserve Fund pursuant to Section 4.04(a)(iii) the Required Carryover Reserve Fund Deposit. (c) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable pursuant to Section 4.04(a) hereof, and shall withdraw from each Corridor Contract the Carryover Reserve Fund on any Distribution Date on which the Net Excess Spread is equal to or greater than .25% an amount equal to the related Certificates pursuant to paragraph (e) amount of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received funds on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited deposit in the Carryover Reserve Fund in excess of $5,000 and distribute such excess to the Class A-IO Certificateholders pro rata in accordance with their respective Percentage Interests. Funds withdrawn from the Carryover Reserve Fund may not be applied pursuant to any other subsection of Section 4.04 other than as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Datesexpressly provided for in this Section 4.08(c). (cd) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C A-IO Certificates. The Class C A-IO Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (de) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C A-IO Certificates in the same manner as if distributed pursuant to Section 4.04(f4.04(j) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover Reserve Fund shall be an Eligible Account, and funds 144 on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received on the Class AF-1A Corridor Contract, Class 2-AV Corridor Contract, Class 3-AV Corridor Contract and Adjustable Rate Subordinate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(g) shall be distributed (i) in the case of any such amounts relating to the Class C AF-1A Corridor Contract, to the Class CF Certificates, and (ii) in the case of any such amounts relating to the Class 2-AV Corridor Contract, Class 3-AV Corridor Contract and Adjustable Rate Subordinate Corridor Contract, to the CV Certificates; provided, however, that if a the Class AF-1A Corridor Contract, Class 2-AV Corridor Contract, Class 3-AV Corridor Contract or Adjustable Rate Subordinate Corridor Contract is subject to early termination, early termination payments received on in respect of such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(g) on the Distribution Dates following such termination to and including the applicable Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the applicable Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received under the Class AF-1A Corridor Contract may be invested in Permitted InvestmentsInvestments at the written direction of the Majority Holder of the Class CF Certificates (voting as a single Class), which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received under the Class AF-1A Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class C CertificatesCF Certificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (2) Funds in the Carryover Reserve Fund in respect of amounts received under the Class 2-AV Corridor Contract, Class 3-AV Corridor Contract and Adjustable Rate Subordinate Corridor Contract may be invested in Permitted Investments at the written direction of the Majority Holder of the Class CV Certificates (voting as a single Class), which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received under the Class 2-AV Corridor Contract, Class 3-AV Corridor Contract and Adjustable Rate Subordinate Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class CV Certificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (3) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.07. The Carryover Reserve Fund shall not constitute an asset of any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reservespurposes. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $1,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received in respect of the Class 1-A Corridor Contract, Class 2-A Corridor Contract and Subordinate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(d) shall be distributed to the Class C Certificates; provided, however, that if a any Corridor Contract is subject to early termination, early termination payments received on in respect of such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(d) on the Certificates entitled thereto on future Distribution Dates. (c) Funds in Dates following such termination to and including the Carryover Reserve Fund may Corridor Contract Termination Date, but such early termination payments shall not be invested in Permitted Investments. Any earnings on such amounts shall be payable available for distribution to the Class C CertificatesCertificates on future Distribution Dates until the Corridor Contract Termination Date. (d) The Carryover Reserve Fund shall not constitute an asset of any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds purposes. (e) Funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination . All investments shall be made in the name of the Trust FundTrustee, any amounts remaining in for the Carryover Reserve Fund shall be distributed to benefit of the Holders of the Class C Certificates Interest-Bearing Certificates. Any net investment earnings on such amounts shall be retained therein until withdrawn as provided in the same manner as if distributed pursuant to Section 4.04(f) hereof3.08.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date on which the Net Excess Spread is less than 0.25%, the Trustee shall transfer from the Distribution Account to the Carryover Reserve Fund pursuant to Section 4.04(a)(vi) the Required Carryover Reserve Fund Deposit. (c) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable pursuant to Section 4.04(a) hereof, and shall withdraw from each Corridor Contract the Carryover Reserve Fund on any Distribution Date on which the Net Excess Spread is equal to or greater than 0.25% an amount equal to the related Certificates pursuant to paragraph (e) amount of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received funds on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited deposit in the Carryover Reserve Fund in excess of $5,000 and distribute such excess to the Class A-IO Certificateholders pro rata in accordance with their respective Percentage Interests. Funds withdrawn from the Carryover Reserve Fund may not be applied pursuant to any other subsection of Section 4.04 other than as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Datesexpressly provided for in this Section 4.08(c). (cd) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C A-IO Certificates. The Class C A-IO Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (de) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C A-IO Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the LIBOR Certificates, the Carryover Reserve Fund. The Carryover 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, other moneys held by of the Trustee held pursuant to this Agreement. The Carryover Reserve Fund shall not be an asset of any REMIC established by this Agreement. (b) The On any Distribution Date for which there are Net WAC Carryover Amount with respect to the LIBOR Certificates after the distributions from the Supplemental Interest Reserve Fund, the Trustee shall withdraw from the Carryover Reserve Fund, the amount of such Net WAC Carryover Amount for distribution on such Distribution Date pursuant to Section 4.02(b). If on any Distribution Date the amount on deposit in the Carryover Reserve Fund is not sufficient to make withdrawals from a full distribution of the Net WAC Carryover Amount with respect to the LIBOR Certificates, the Trustee shall withdraw the entire amount in excess of $1,000 on deposit in the Carryover Reserve Account related to the Class A-X Certificates and distribute such amount to the LIBOR Certificates, based on the related remaining Net WAC Carryover Amount due. (c) If, immediately after any Distribution Date, the amount on deposit in the Carryover Reserve Fund exceeds the initial deposit therein, the Trustee will distribute such excess to the Holders of the Certificates that deposited such amounts in the Carryover Reserve Fund. On the Distribution date on which the Class Certificate Balance of a Class of LIBOR Certificates is reduced to zero, the Trustee shall distribute any amounts remaining in the Carryover Reserve Fund to make distributions the Holders of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Datesthat deposited such amounts. (cd) Funds in the Carryover Reserve Fund may shall not be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificatesinvested. The Class C Notional Amount Certificates shall evidence ownership of the Carryover Reserve Fund for federal income tax purposes and purposes. For all federal income tax purposes, amounts transferred by the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as Master REMIC to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested treated as amounts distributed by the Trustee in The Bank Master REMIC to the Holders of New York cash reservesthe Notional Amount Certificates. (de) Upon termination of the Trust Fund, Fund any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereofNotional Amount Certificates.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates (other than the Class A-R Certificates and Class P Certificates), the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) [reserved]. (c) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each allocated to the Trust Fund by the Corridor Contract Administrator pursuant to the Corridor Contract Administration Agreement to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such the Corridor Contract allocated to the Trustee by the Corridor Contract Administrator pursuant to the Corridor Contract Administration Agreement will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (cd) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificates. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (de) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) The Servicer shall establish and maintain with the Administrator a separate trust account (the “Carryover Reserve Fund”) titled “HSBC Bank USA, National Association, as Administrator, on behalf of U.S. Bank National Association, as Trustee, in trust for the registered holders of HSBC Home Equity Loan Trust (USA) 2007-2, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2007-2”. On the Closing Date, the Trustee Depositor will cause the sum of $1,000 to be deposited into the Carryover Reserve Fund. In the event that a successor Administrator is appointed as provided in Section 8.19, a new Carryover Reserve Fund shall establish be promptly established at and maintain in its namemaintained by such successor Administrator, and the title of the new Carryover Reserve Fund shall be “[Successor Administrator], as Administrator, on behalf of the Trustee, in trust for the benefit registered holders of the Holders of the HSBC Home Equity Loan Trust (USA) 2007-2, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2007-2”, and any amounts in the old Carryover Reserve Fund shall be transferred to the new Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from Servicer may cause the institution maintaining the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited invest any funds in the Carryover Reserve Fund in Permitted Investments (including obligations of the Servicer or of any of its Affiliates, if such obligations otherwise qualify as necessary to cover any Net Rate Carryover Permitted Investments), which shall mature or otherwise be available not later than the Business Day next preceding the Distribution Date or on the Distribution Date next following the date of such investment as long as such action does not result in a withdrawal or downgrading of the then current ratings on the Offered Certificates entitled thereto on future Distribution Dates. by the Rating Agencies (c) Funds except that any investment in an obligation of the institution with which the Carryover Reserve Fund is maintained may be invested in Permitted Investments. Any earnings mature on or before 12:00 noon, Chicago time, on such amounts Distribution Date) and shall not be payable sold or disposed of prior to its maturity. In the Class C Certificates. The Class C Certificates shall evidence ownership of event the Administrator is at any time maintaining the Carryover Reserve Fund for federal tax purposes and Fund, any request by the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as Servicer to the investment of amounts therein. In the absence of such written direction, all invest funds on deposit in the Carryover Reserve Fund shall be invested in writing, shall be delivered to the Administrator at or before 10:30 A.M., Chicago time, if such investment is to be made on such day, and shall certify that the requested investment is a Permitted Investment that matures at or prior to the time required hereby. In the absence of such investment instructions, the amounts on deposit in the Carryover Reserve Fund shall remain uninvested. Any such investment shall be registered in the name of or controlled by the Administrator on behalf of the Trustee or in the name of its nominee and to the extent such investments are certificated they shall be maintained in the possession or control of the Administrator on behalf of the Trustee in the state of the Administrator’s Corporate Trust Office. Except as provided above, all income and gain realized from any such investment shall be for the benefit of the Servicer and shall be subject to its withdrawal or order from time to time. The Bank amount of New York cash reservesany losses incurred in respect of the principal amount of any such investments shall be deposited in the Carryover Reserve Fund by the Servicer out of its own funds immediately as realized. (c) The Administrator shall hold amounts deposited in the Carryover Reserve Fund on behalf of the Trustee for the benefit of the Certificateholders. (d) The Administrator is hereby authorized to execute purchases and sales of Permitted Investments as directed by the Servicer through the facilities of its own trading or capital markets operations. The Administrator shall send to the Servicer statements reflecting the monthly activity for each such purchase and sale made for the preceding month. Although the Servicer recognizes that it may obtain a broker confirmation or written monthly statement containing comparable information at no additional cost, the Servicer hereby agrees that confirmations of investments are not required to be issued by the Administrator for each month in which a monthly statement is rendered. No statement need be rendered pursuant to the provision of this subsection if no activity occurred in the account for such month. (e) On each Distribution Date, any distributions of Net Rate Carryover Amounts to be made to any Holder of an Offered Certificate pursuant to Section 4.01 shall first be remitted from the Collection Account to the Carryover Reserve Fund and then distributed to such Holder. (f) Upon the termination of the Trust Fund, any amounts remaining on deposit in the Carryover Reserve Fund shall be distributed to the Holders Holder of the Class C Certificates in R Certificate. (g) For federal income tax purposes, the same manner Carryover Reserve Fund shall be treated as if distributed pursuant to Section 4.04(f) hereofowned by the Holder of the Class R Certificate.

Carryover Reserve Fund. (a) The Servicer shall establish and maintain with the Administrator a separate trust account (the “Carryover Reserve Fund”) titled “HSBC Bank USA, National Association, as Administrator, on behalf of U.S. Bank National Association, as Trustee, in trust for the registered holders of HSBC Home Equity Loan Trust (USA) 2007-3, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2007-3”. On the Closing Date, the Trustee Depositor will cause the sum of $1,000 to be deposited into the Carryover Reserve Fund. In the event that a successor Administrator is appointed as provided in Section 8.19, a new Carryover Reserve Fund shall establish be promptly established at and maintain in its namemaintained by such successor Administrator, and the title of the new Carryover Reserve Fund shall be “[Successor Administrator], as Administrator, on behalf of the Trustee, in trust for the benefit registered holders of the Holders of the HSBC Home Equity Loan Trust (USA) 2007-3, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2007-3”, and any amounts in the old Carryover Reserve Fund shall be transferred to the new Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from Servicer may cause the institution maintaining the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited invest any funds in the Carryover Reserve Fund in Permitted Investments (including obligations of the Servicer or of any of its Affiliates, if such obligations otherwise qualify as necessary to cover any Net Rate Carryover Permitted Investments), which shall mature or otherwise be available not later than the Business Day next preceding the Distribution Date or on the Distribution Date next following the date of such investment as long as such action does not result in a withdrawal or downgrading of the then current ratings on the Offered Certificates entitled thereto on future Distribution Dates. by the Rating Agencies (c) Funds except that any investment in an obligation of the institution with which the Carryover Reserve Fund is maintained may be invested in Permitted Investments. Any earnings mature on or before 12:00 noon, Chicago time, on such amounts Distribution Date) and shall not be payable sold or disposed of prior to its maturity. In the Class C Certificates. The Class C Certificates shall evidence ownership of event the Administrator is at any time maintaining the Carryover Reserve Fund for federal tax purposes and Fund, any request by the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as Servicer to the investment of amounts therein. In the absence of such written direction, all invest funds on deposit in the Carryover Reserve Fund shall be invested in writing, shall be delivered to the Administrator at or before 10:30 A.M., Chicago time, if such investment is to be made on such day, and shall certify that the requested investment is a Permitted Investment that matures at or prior to the time required hereby. In the absence of such investment instructions, the amounts on deposit in the Carryover Reserve Fund shall remain uninvested. Any such investment shall be registered in the name of or controlled by the Administrator on behalf of the Trustee or in the name of its nominee and to the extent such investments are certificated they shall be maintained in the possession or control of the Administrator on behalf of the Trustee in the state of the Administrator’s Corporate Trust Office. Except as provided above, all income and gain realized from any such investment shall be for the benefit of the Servicer and shall be subject to its withdrawal or order from time to time. The Bank amount of New York cash reservesany losses incurred in respect of the principal amount of any such investments shall be deposited in the Carryover Reserve Fund by the Servicer out of its own funds immediately as realized. (c) The Administrator shall hold amounts deposited in the Carryover Reserve Fund on behalf of the Trustee for the benefit of the Certificateholders. (d) The Administrator is hereby authorized to execute purchases and sales of Permitted Investments as directed by the Servicer through the facilities of its own trading or capital markets operations. The Administrator shall send to the Servicer statements reflecting the monthly activity for each such purchase and sale made for the preceding month. Although the Servicer recognizes that it may obtain a broker confirmation or written monthly statement containing comparable information at no additional cost, the Servicer hereby agrees that confirmations of investments are not required to be issued by the Administrator for each month in which a monthly statement is rendered. No statement need be rendered pursuant to the provision of this subsection if no activity occurred in the account for such month. (e) On each Distribution Date, any distributions of Net Rate Carryover Amounts to be made to any Holder of an Offered Certificate pursuant to Section 4.01 shall first be remitted from the Collection Account to the Carryover Reserve Fund and then distributed to such Holder. (f) Upon the termination of the Trust Fund, any amounts remaining on deposit in the Carryover Reserve Fund shall be distributed to the Holders Holder of the Class C Certificates in R Certificate. (g) For federal income tax purposes, the same manner Carryover Reserve Fund shall be treated as if distributed pursuant to Section 4.04(f) hereofowned by the Holder of the Class R Certificate.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the LIBOR Certificates, the a Carryover Reserve Fund, into which Lehman Brothers Inc. shall deposit $2,001,000. The Carryover Reserve Fund Reserxx Xxxd 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, other moneys held by of the Trustee held pursuant to this Agreement. The Carryover Reserve Fund shall not be an asset of any REMIC established by this Agreement. (b) The On any Distribution Date for which there is Net Rate Carryover with respect to any Class of LIBOR Certificates (after distributing amounts from the Cap Account to the related Classes of Certificates), the Trustee shall withdraw from the Carryover Reserve Fund, the amount of such Net Rate Carryover for distribution on such Distribution Date pursuant to Section 4.02 (a)(3). If on any Distribution Date the amount on deposit in the Carryover Reserve Fund is not sufficient to make withdrawals a full distribution of the Net Rate Carryover with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Reserve Fund and distribute such amount to the Classes of Certificates as follows: (x) concurrently to the Classes of Senior Certificates, on a pro rata basis, based on the related remaining Net Rate Carryover due, and (y) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M -5, Class M-6, Class X-0 xxx Xxxxx M-8 Certificates, in that order. Any excess of LIBOR plus the applicable Pass-Through Margin in respect of any Class of LIBOR Certificates over the Net Rate Cap (calculated for this purpose without regard to Swap Termination Payments) on the first Distribution Date will be treated as paid from the Carryover Reserve Fund to make distributions the Master REMIC and from the Master REMIC to such Class of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may shall not be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificatesinvested. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal income tax purposes and purposes. For all federal income tax purposes, amounts transferred by the Master REMIC to the Cap Account shall be treated as amounts distributed by the Master REMIC to the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reservesC Certificates. (d) Upon termination of the Trust Fund, Fund any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant Lehman Brothers Inc. and will not be available to Section 4.04(f) hereofcover any Net Raxx Xxxryover on subsequent Distribution Dates.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each the Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificates. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee Securities Administrator shall establish and maintain in its name, name in trust for the benefit of the Holders of the Offered Certificates, the Carryover Reserve Fund, and shall deposit $1,000 therein upon receipt from or on behalf of the Greenwich Capital Markets, Inc. of such amount. The All funds on deposit in the Carryover 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 held by the Trustee Securities Administrator pursuant to this Agreement. (b) On each Distribution Date, the Securities Administrator shall deposit into the Carryover Reserve Fund any related Net Monthly Excess Cashflow to be applied as Net WAC Shortfall Carryforward Amounts or Basis Risk Shortfall Carryforward Amounts, as applicable, pursuant to Section 4.01(k)(2)-(5), Section 4.01(l)(2)-(8) and Section 4.01(m)(2), (4)-(7). The Trustee Securities Administrator shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of this Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates4.15. (c) Funds in the Carryover Reserve Fund may will be invested by the Securities Administrator in Permitted Investmentsthe Xxxxx Fargo Advantage Prime Investment Money Market Fund. All such investments shall be made in the name of the Trustee, for the benefit of the Holders of the Offered Certificates. Any net investment earnings on such amounts shall be payable to the Class C Certificatesretained therein until withdrawn as provided in this Section 4.15. The Class C Certificates shall evidence ownership of Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. The Securities Administrator shall not be liable for federal tax purposes and the Holders thereof evidencing not less than 50% amount of the Voting Rights any loss incurred in respect of such Class shall direct the Trustee in writing as to the any investment or lack of investment of amounts thereinfunds held in the Carryover Reserve Fund and made in accordance with this Section 4.15. In the absence of such written directionFor federal income tax purposes, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to treated as a partnership among the Holders of the Class I-C, Class II-C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereofand III-C Certificates. The Carryover Reserve Fund will not constitute an asset of any REMIC created hereunder.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $1,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contract in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received in respect of the Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(f) shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such in respect of the Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(f) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments 117 shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the written direction of the Majority Holder of the Class C Certificates. The Class C Certificates , which Permitted Investments shall evidence ownership mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as if distributed pursuant to realized. (2) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.04(f) hereof4.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates (other than the Class A-R, Class P and Class A-IO Certificates), the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) [reserved]. (c) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each allocated to the Trust Fund by the Corridor Contract Administrator pursuant to the Corridor Contract Administration Agreement to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such the Corridor Contract allocated to the Trustee by the Corridor Contract Administrator pursuant to the Corridor Contract Administration Agreement will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (cd) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificates. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (de) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement.. 108 (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Cap Contract to the related Certificates pursuant to paragraph paragraphs (b), (c) and (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is the Cap Contracts are subject to early termination, early termination payments received on such Corridor Contract Cap Contracts will be held by the Trustee until the related Corridor Cap Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificates. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $1,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contract in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received in respect of the Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(g) shall be distributed to the Class C CF Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such in respect of the Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(g) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class CF Certificates entitled thereto on future Distribution DatesDates until the Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the written direction of the Majority Holder of the Class C CF Certificates. The Class C Certificates , which Permitted Investments shall evidence ownership mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C CF Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as if distributed pursuant to realized. (2) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.04(f) hereof4.07. The Carryover Reserve Fund shall not constitute an asset of any REMIC created hereunder. The Class CF and Class CV Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Floating Rate Certificates, the a Carryover Reserve Fund, into which the Depositor shall deposit or cause to be deposited $1,010,000. The Carryover 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, other moneys held by of the Trustee held pursuant to this Agreement. The Carryover Reserve Fund shall not be an asset of any REMIC established by this Agreement. (b) The On any Distribution Date for which there is Net Rate Carryover with respect to any Class of Floating Rate Certificates, the Trustee shall withdraw from the Carryover Reserve Fund, the amount of such Net Rate Carryover for distribution on such Distribution Date pursuant to Section 4.02 (a)(3). If on any Distribution Date the amount on deposit in the Carryover Reserve Fund is not sufficient to make withdrawals a full distribution of the Net Rate Carryover with respect to the Classes of the Floating Rate Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Reserve Fund related to a Class of Notional Amount Certificates and distribute such amount to the corresponding Classes of Certificates as follows: (x) with respect to either the Group 1 Senior Certificates or the Group 2 Senior Certificates, on a pro rata basis, based on the related remaining Net Rate Carryover due, and (y) with respect to the Classes of Subordinated Certificates, sequentially, to the Class M-1, Class M-2, Class M-3, Class X-0, Xxxxx X -5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order. Any excess of LIBOR plus the applicable Pass-Through Margin in respect of any Class of Floating Rate Certificates over the related Net Rate Cap on the first Distribution Date will be treated as paid from the Carryover Reserve Fund to make distributions the Master REMIC and from the Master REMIC to such Class of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may shall not be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificatesinvested. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal income tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reservespurposes. (d) Upon termination of the Trust Fund, Fund any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders Certificateholders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereofon a pro rata basis.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph paragraphs (b), (c) and (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is Contracts are subject to early termination, early termination payments received on such Corridor Contract Contracts will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificates. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in 119 writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Cap Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (eSection 4.04(b) hereof. Funds withdrawn from the Carryover Reserve Fund may not be applied pursuant to any other subsection of Section 4.04 hereof. other than as expressly provided for in this Section 4.08(b). (c) Any amounts received on the Class 1-A Cap Contract, the Class 3-A Cap Contract and the Subordinate Cap Contract with respect to a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(e)(i) and (ii), first, shall be used to make any Required Secondary Carryover Reserve Fund Deposit (after all other deposits and withdrawals from the Carryover Reserve Fund on such Distribution Date, including the use of any available Excess Cashflow to make such Required Secondary Carryover Reserve Fund Deposit), and second, shall be distributed to the Class C Certificates; provided, however, that if a Corridor the Class 1-A Cap Contract, the Class 3-A Cap Contract or Subordinate Cap Contract is subject to early termination, early termination payments received on such Corridor Cap Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(e)(i) and (ii) on the Distribution Dates following such termination to and including the applicable Cap Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the applicable Cap Contract Termination Date. (cd) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the direction of the Majority Holder of the Class C Certificates. The Class C Certificates , which Permitted Investments shall evidence ownership mature not late than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable to the Holders of the Class C Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as if distributed pursuant to realized. The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.04(f) hereof4.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received on the Class 1-A Corridor Contract, the Class 2-A Corridor Contract, the Class 3-A Corridor Contract and the Subordinate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(d)(1) through (4) and (ii) shall be distributed to the Class C Certificates; provided, however, that if a the Class 1-A Corridor Contract, the Class 2-A Corridor Contract, the Class 3-A Corridor Contract and the Subordinate Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(d)(1) through (4) on the Distribution Dates following such termination to and including the applicable Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the applicable Corridor Contract Termination Date. (cd) Funds in the Carryover Reserve Fund in respect of amounts received of under the Class 1-A Corridor Contract, the Class 2-A Corridor Contract, the Class 3-A Corridor Contract and the A Subordinate Corridor Contract may be invested in Permitted InvestmentsInvestments at the direction of the Majority Holder of the Class C Certificates (voting as a single Class), which Permitted Investments shall mature not late than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Class 1-A Corridor Contract, the Class 2-A Corridor Contract, the Class 3-A Corridor Contract and the Subordinate Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class C CertificatesCertificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (e) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.08. The Carryover Reserve Fund will not constitute an asset of any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reservespurposes. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $1,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contract in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received in respect of the Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(e) shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such in respect of the Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(e) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted InvestmentsInvestments at the written direction of the Majority Holder of the Class C Certificates, which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class C CertificatesCertificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (2) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.08. The Carryover Reserve Fund shall not constitute an asset of any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.114

Carryover Reserve Fund. (a) The Servicer shall establish and maintain with the Administrator a separate trust account (the “Carryover Reserve Fund”) titled “HSBC Bank USA, National Association, as Administrator, on behalf of U.S. Bank National Association, as Trustee, in trust for the registered holders of HSBC Home Equity Loan Trust (USA) 2006-4, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-4”. On the Closing Date, the Trustee Depositor will cause the sum of $1,000 to be deposited into the Carryover Reserve Fund. In the event that a successor Administrator is appointed as provided in Section 8.19, a new Carryover Reserve Fund shall establish be promptly established at and maintain in its namemaintained by such successor Administrator, and the title of the new Carryover Reserve Fund shall be “[Successor Administrator], as Administrator, on behalf of the Trustee, in trust for the benefit registered holders of the Holders of the HSBC Home Equity Loan Trust (USA) 2006-4, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-4”, and any amounts in the old Carryover Reserve Fund shall be transferred to the new Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from Servicer may cause the institution maintaining the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited invest any funds in the Carryover Reserve Fund in Permitted Investments (including obligations of the Servicer or of any of its Affiliates, if such obligations otherwise qualify as necessary to cover any Net Rate Carryover Permitted Investments), which shall mature or otherwise be available not later than the Business Day next preceding the Distribution Date or on the Distribution Date next following the date of such investment as long as such action does not result in a withdrawal or downgrading of the then current ratings on the Offered Certificates entitled thereto on future Distribution Dates. by the Rating Agencies (c) Funds except that any investment in an obligation of the institution with which the Carryover Reserve Fund is maintained may be invested in Permitted Investments. Any earnings mature on or before 12:00 noon, Chicago time, on such amounts Distribution Date) and shall not be payable sold or disposed of prior to its maturity. In the Class C Certificates. The Class C Certificates shall evidence ownership of event the Administrator is at any time maintaining the Carryover Reserve Fund for federal tax purposes and Fund, any request by the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as Servicer to the investment of amounts therein. In the absence of such written direction, all invest funds on deposit in the Carryover Reserve Fund shall be invested in writing, shall be delivered to the Administrator at or before 10:30 A.M., Chicago time, if such investment is to be made on such day, and shall certify that the requested investment is a Permitted Investment that matures at or prior to the time required hereby. In the absence of such investment instructions, the amounts on deposit in the Carryover Reserve Fund shall remain uninvested. Any such investment shall be registered in the name of or controlled by the Administrator on behalf of the Trustee or in the name of its nominee and to the extent such investments are certificated they shall be maintained in the possession or control of the Administrator on behalf of the Trustee in the state of the Administrator’s Corporate Trust Office. Except as provided above, all income and gain realized from any such investment shall be for the benefit of the Servicer and shall be subject to its withdrawal or order from time to time. The Bank amount of New York cash reservesany losses incurred in respect of the principal amount of any such investments shall be deposited in the Carryover Reserve Fund by the Servicer out of its own funds immediately as realized. (c) The Administrator shall hold amounts deposited in the Carryover Reserve Fund on behalf of the Trustee for the benefit of the Certificateholders. (d) The Administrator is hereby authorized to execute purchases and sales of Permitted Investments as directed by the Servicer through the facilities of its own trading or capital markets operations. The Administrator shall send to the Servicer statements reflecting the monthly activity for each such purchase and sale made for the preceding month. Although the Servicer recognizes that it may obtain a broker confirmation or written monthly statement containing comparable information at no additional cost, the Servicer hereby agrees that confirmations of investments are not required to be issued by the Administrator for each month in which a monthly statement is rendered. No statement need be rendered pursuant to the provision of this subsection if no activity occurred in the account for such month. (e) On each Distribution Date, any distributions of Net Rate Carryover Amounts to be made to any Holder of an Offered Certificate pursuant to Section 4.01 shall first be remitted from the Collection Account to the Carryover Reserve Fund and then distributed to such Holder. (f) Upon the termination of the Trust Fund, any amounts remaining on deposit in the Carryover Reserve Fund shall be distributed to the Holders Holder of the Class C Certificates in R Certificate. (g) For federal income tax purposes, the same manner Carryover Reserve Fund shall be treated as if distributed pursuant to Section 4.04(f) hereofowned by the Holder of the Class R Certificate.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of amounts payable from each Corridor Contract Net Rate Carryover as to the related Certificates pursuant to paragraph extent required by Section 4.04. (ec) of Section 4.04 hereof. Any amounts received on the Corridor Contracts with respect to a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(e) shall be distributed to the Class C Certificates; provided, however, that if a any Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover on the related Classes of Certificates entitled thereto as provided in Section 4.04(e) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates on future Distribution DatesDates until the Corridor Contract Termination Date. (cd) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted InvestmentsInvestments at the direction of the Majority Holder of the Class C Certificates (voting as a single Class), which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under any Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class C CertificatesCertificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (e) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.08. The Carryover Reserve Fund will not constitute an 121 asset of any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reservespurposes. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain in its namea separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the benefit of the Holders of the CertificatesDeutsche Alt-A Securities Mortgage Loan Trust, the Series 2007-OA2, Mortgage Pass-Through Certificates Carryover Reserve Fund”, and shall deposit $785,368 therein upon receipt from or on behalf of the Depositor of such amount. The Carryover 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 held by the Trustee Securities Administrator pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted InvestmentsEligible Investments at the direction of the Holders of the Class CE Certificates, which Eligible Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Eligible Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Eligible Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Eligible Investments shall be made in the name of the Securities Administrator, for the benefit of the Holders of the Class CE Certificates. Any net investment earnings on such amounts shall be payable to retained therein until withdrawn as provided in this Section 3.26 below. Any losses incurred in the Class C CertificatesCarryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. The Class C Certificates Securities Administrator shall evidence ownership not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 3.26. (c) On each of such Distribution Dates, following (i) distributions of Interest Funds, (ii) distributions of Principal Funds, (iii) the distribution of the Net Monthly Excess Cashflow and withdrawals from the Reserve Fund, (iv) withdrawals from the Floor Account, Cap Account and Swap Account and (v) withdrawals from the Floor Agreement Reserve Fund and Cap Agreement Reserve Fund, the Securities Administrator shall withdraw funds from the Carryover Reserve Fund for federal tax purposes distribution to the Senior Certificates and the Holders thereof evidencing not less than 50% Subordinate Certificates in the following order of priority: (i) first, concurrently, to the holders of the Voting Rights of such Class shall direct the Trustee in writing as Senior Certificates, on a pro rata basis based on their respective Net WAC Rate Carryover Amounts, to the investment extent remaining unpaid after all prior distributions on such Distribution Date; and (ii) second, sequentially, to the holders of amounts therein. the Subordinate Certificates, in the order of their numerical class designations, the related Net WAC Rate Carryover Amount, to the extent remaining unpaid after all prior distributions on such Distribution Date. (d) In addition, the absence of such written direction, all funds Securities Administrator may from time to time make withdrawals from the Carryover Reserve Fund for the following purposes: (i) to withdraw any amount deposited in the Carryover Reserve Fund shall and not required to be invested by the Trustee in The Bank of New York cash reserves.deposited therein; (dii) Upon termination to pay the Holders of the Trust Fund, Class CE Certificates investment earnings; (iii) to distribute any amounts remaining in the Carryover Reserve Fund shall to the Holders of the Class CE Certificates after the distribution of any Net WAC Rate Carryover Amounts to the Certificates on the Distribution Date in June of 2007; and (iv) to clear and terminate the Carryover Reserve Fund upon the termination of this Agreement pursuant to Section 9.1. (e) For federal and state income tax purposes, the Holders of the Class CE Certificates will be deemed to be the owners of the Carryover Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Holders of the Class C CE Certificates or their respective designees. The Carryover Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Class M Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the same manner as if distributed pursuant to meaning of Code Section 4.04(f) hereof860(G)(a)(1).

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for a Carryover Reserve Fund (the benefit of the Holders of the Certificates, the "Carryover Reserve Fund") which shall be beneficially owned by the Class X Certificateholders. The Carryover Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and applied for the benefit of the Holders of the Class A Certificates. The Carryover Reserve Fund shall not be commingled with, any other moneys, including without limitation, other moneys held accounted for by the Trustee pursuant as an outside reserve fund for purposes of Treasury Regulation Section 1.860G-2(h) and not an asset of any REMIC created under this Agreement and for all federal income tax purposes, amounts transferred to this Agreementthe Carryover Reserve Fund by REMIC 2 shall be treated as distributed to the Class X Certificateholders. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from On each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; providedDistribution Date, however, that if a Corridor Contract is subject to early termination, early termination payments received funds on deposit on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited date in the Carryover Reserve Fund as necessary (other than investment income to cover be paid to the Holders of the Class X Certificates) shall be applied by the Trustee towards the distribution of any unpaid Net Rate WAC Carryover on Amount to the Holders of the Class A Certificates entitled thereto on future Distribution Datesin accordance with Section 4.01(a)(i)(C). (c) Funds The Trustee shall invest funds in the Carryover Reserve Fund in Eligible Investments as directed in writing by First Republic Bank (or any successor owner of the majority beneficial interest in the Class X Certificates, as designated in a written notice to the Trustee from First Republic Bank or, if applicable, the most recent successor owner of such majority beneficial interest), 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 Permitted 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 Certificates on each Distribution Date. To the extent that the Class X Certificateholders do not deposit into the Carryover 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 invested in Permitted Investments. Any earnings on offset from the amounts that such amounts shall Holders would otherwise be payable entitled to the Class C Certificatesreceive under Section 4.01(a). The Class C X Certificates shall evidence ownership of the Carryover Reserve Fund for federal income tax purposes and purposes. Notwithstanding the foregoing, if the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct X Certificates fail to provide written instructions to the Trustee in writing as with respect to the investment investments of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund Fund, then such funds shall not be invested by the Trustee in The Bank of New York cash reserves. (d) Trustee. Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C X Certificates in the same manner as if distributed pursuant to Section 4.04(f4.01(a) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the LIBOR Certificates, the a Carryover Reserve Fund, into which Lehman Brothers Inc. shall deposix $000,000.00. The Carryover 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, other moneys held by of the Trustee held pursuant to this Agreement. The Carryover Reserve Fund shall not be an asset of any REMIC established by this Agreement. (b) The On any Distribution Date for which there is Net Rate Carryover with respect to any Class of LIBOR Certificates (after distributing amounts from the Cap Account to the related Classes of Certificates), the Trustee shall withdraw from the Carryover Reserve Fund, the amount of such Net Rate Carryover for distribution on such Distribution Date pursuant to Section 4.02(a)(3). If on any Distribution Date the amount on deposit in the Carryover Reserve Fund is not sufficient to make withdrawals a full distribution of the Net Rate Carryover with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Reserve Fund related to a Class of Notional Amount Certificates and distribute such amount to the corresponding Classes of Certificates as follows: (x) with respect to either the Group 1 Senior Certificates or the Group 2 Senior Certificates, on a pro rata basis, based on the related remaining Net Rate Carryover due, and (y) with respect to the Classes of Subordinated Certificates, sequentially, to the Class M-1, Class M-2, Class M-3, Class X-0, Xxxxx X -5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order. Any excess of LIBOR plus the applicable Pass-Through Margin in respect of any Class of LIBOR Certificates over the related Net Rate Cap (calculated for this purpose without regard to Swap Termination Payments) on the first three Distribution Dates will be treated as paid from the Carryover Reserve Fund to make distributions the Master REMIC and from the Master REMIC to such Class of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may shall not be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificatesinvested. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal income tax purposes and purposes. For all federal income tax purposes, amounts transferred by the Master REMIC to the Cap Account shall be treated as amounts distributed by the Master REMIC to the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reservesC Certificates. (d) Upon termination of the Trust Fund, Fund any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders Certificateholders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereofon a pro rata basis.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. On the Closing Date, the Seller shall remit $10,000 to the Trustee, who shall deposit said funds in the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph paragraphs (b), (c) and (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be first maintained in the Carryover Reserve Fund up to an amount equal to the Secondary Carryover Reserve Fund Deposit, and second, distributed to the Class C X Certificates; provided, however, that if a Corridor the Cap Contract is subject to early termination, early termination payments received on such Corridor Cap Contract will be held by the Trustee until the related Corridor Cap Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C X Certificates. The Class C X Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C X Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received on the Class 1-A Corridor Contract and the Adjustable Rate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(e) shall be distributed to the Class C Certificates; provided, however, that if a the Class 1-A Corridor Contract or the Adjustable Rate Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover on the applicable Classes of Certificates entitled thereto as provided in Section 4.04(e) on the Distribution Dates following such termination to and including the applicable Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates on future Distribution DatesDates until the applicable Corridor Contract Termination Date. (cd) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the direction of the Majority Holder of the Class C Certificates. The Class C Certificates (voting as a single Class), which Permitted Investments shall evidence ownership mature not late than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted 104 Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as if distributed pursuant to realized. (e) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.04(f) hereof4.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received on the Class 1-A Corridor Contract and the Adjustable Rate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(e) shall be distributed to the Class C Certificates; provided, however, that if a the Class 1-A Corridor Contract or the Adjustable Rate Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover on the applicable Classes of Certificates entitled thereto as provided in Section 4.04(e) on the Distribution Dates following such termination to and including the applicable Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates on future Distribution DatesDates until the applicable Corridor Contract Termination Date. (cd) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the direction of the Majority Holder of the Class C Certificates. The Class C Certificates (voting as a single Class), which Permitted Investments shall evidence ownership mature not late than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as if distributed pursuant to realized. (e) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.04(f) hereof4.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for a Carryover Reserve Fund (the benefit of the Holders of the Certificates, the "Carryover Reserve Fund") which shall be beneficially owned by the Class X Certificateholder. The Carryover Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and applied for the benefit of the LIBOR Certificateholders. The Carryover Reserve Fund shall not be commingled with, any other moneys, including without limitation, other moneys held accounted for by the Trustee pursuant as an outside reserve fund for purposes of Treasury Regulation Section 1.860G-2(h) and not an asset of any REMIC created under this Agreement and for all federal income tax purposes, amounts transferred to this Agreementthe Carryover Reserve Fund by REMIC 3 shall be treated as distributed to the Class X Certificateholder. (b) The On each Distribution Date, as necessary, the Trustee shall make withdrawals transfer from the Distribution Account to the Carryover Reserve Fund pursuant to make distributions of amounts payable from Section 4.01(a) any Carryover Reserve Fund Deposit. On each Corridor Contract Distribution Date, as necessary, the Trustee shall, to the related Certificates pursuant extent of funds (other than investment income to paragraph be paid to the Holder of the Class X Certificate) on deposit in the Carryover Reserve Fund, distribute the amount of any Basis Risk Shortfall Amount to be distributed on such date in accordance with Section 4.01(c). (ec) of Section 4.04 hereof. Any amounts remaining after On each Distribution Date, funds on deposit or deposited on such date to the distributions required pursuant to preceding sentence Carryover Reserve Fund shall be distributed applied towards the distribution of any Basis Risk Shortfall Amount to the LIBOR Certificateholders. The Basis Risk Shortfall Amount for any Distribution Date shall be allocated among the Holders of the Class C A-1, Class A-1M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates; provided, howeverin that order, that if a Corridor Contract is subject based on the Basis Risk Shortfall Amount applicable to early termination, early termination payments received on each such Corridor Contract will be held by the Class of Certificates. (d) The Trustee until the related Corridor Contract Termination Date and deposited shall invest funds in the Carryover Reserve Fund in Eligible Investments as necessary directed in writing by the Holder of the Class X Certificate, 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 cover its maturity. All such Permitted Investments shall be made in the name of the Trustee. All net income and gain realized from any Net Rate Carryover such investment shall be paid to, and for the benefit of, the Holder of the Class X Certificate on each Distribution Date. To the Certificates entitled thereto on future Distribution Dates. (c) Funds in extent that the Class X Certificateholder does not deposit into the Carryover 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 invested in Permitted Investments. Any earnings on offset from the amounts that such amounts shall Holder would otherwise be payable entitled to the Class C Certificatesreceive under Section 4.01(a). The Class C Certificates X Certificate shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and purposes. Notwithstanding the Holders thereof evidencing not less than 50% foregoing, if the Holder of the Voting Rights of such Class shall direct X Certificate fails to provide written instructions to the Trustee in writing as with respect to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund Fund, then such funds shall not be invested by the Trustee in The Bank of New York cash reserves. (d) Trustee. Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders Holder of the Class C Certificates X Certificate in the same manner as if distributed pursuant to Section 4.04(f4.01(a) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class 1-A-1 Certificates, the Carryover Reserve Fund. The Carryover 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, other moneys held by of the Trustee held pursuant to this Agreement. The Carryover Reserve Fund shall not be an asset of any REMIC established by this Agreement. (b) The Trustee shall make withdrawals from On each Distribution Date, Current Interest that would otherwise be distributable with respect to the Class 1-A-4 Certificates will be deposited instead in the Carryover Reserve Fund to make distributions the extent of amounts payable the applicable Required Reserve Fund Deposit. (c) On any Distribution Date for which there are Net WAC Carryover Amounts with respect the Class 1-A-1 Certificates, the Trustee shall withdraw from each Corridor Contract to the related Certificates Carryover Reserve Fund, the amount of such Net WAC Carryover Amount for distribution on such Distribution Date pursuant to paragraph (e) of Section 4.04 hereof4.02(a)(6). Any amounts remaining after If on any Distribution Date the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received amount on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited deposit in the Carryover Reserve Fund as necessary is not sufficient to cover any make a full distribution of the Net Rate WAC Carryover Amounts with respect to the Class 1-A-1 Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Reserve Fund, and distribute such amount to the Class 1-A-1 Certificates, based on the Certificates entitled thereto on future Distribution Datesrelated remaining Net WAC Carryover Amounts due. (cd) If, immediately after any Distribution Date, the amount on deposit in the Carryover Reserve Fund exceeds the initial deposit therein, the Trustee will distribute such excess to the Holders of the Class 1-A-4 Certificates pursuant to Section 4.07(b). On the Distribution date on which the Class Certificate Balance of the Class 1-A-1 Certificates is reduced to zero, the Trustee shall distribute any amounts remaining in the Carryover Reserve Fund to the Holders of the Class 1-A-4 Certificates. (e) Funds in the Carryover Reserve Fund may shall not be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificatesinvested. The Class C 1-A-4 Certificates shall evidence ownership of the Carryover Reserve Fund for federal income tax purposes and purposes. For all federal income tax purposes, amounts transferred by the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as Master REMIC to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested treated as amounts distributed by the Trustee in The Bank Master REMIC to the Holders of New York cash reservesthe Notional Amount Certificates. (df) Upon termination of the Trust Fund, Fund any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof1-A-4 Certificates.

Carryover Reserve Fund. (a) The Servicer shall establish and maintain with the Administrator a separate trust account (the “Carryover Reserve Fund”) titled “HSBC Bank USA, National Association, as Administrator, on behalf of U.S. Bank National Association, as Trustee, in trust for the registered holders of HSBC Home Equity Loan Trust (USA) 2007-1, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2007-1”. On the Closing Date, the Trustee Depositor will cause the sum of $1,000 to be deposited into the Carryover Reserve Fund. In the event that a successor Administrator is appointed as provided in Section 8.19, a new Carryover Reserve Fund shall establish be promptly established at and maintain in its namemaintained by such successor Administrator, and the title of the new Carryover Reserve Fund shall be “[Successor Administrator], as Administrator, on behalf of the Trustee, in trust for the benefit registered holders of the Holders of the HSBC Home Equity Loan Trust (USA) 2007-1, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2007-1”, and any amounts in the old Carryover Reserve Fund shall be transferred to the new Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from Servicer may cause the institution maintaining the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited invest any funds in the Carryover Reserve Fund in Permitted Investments (including obligations of the Servicer or of any of its Affiliates, if such obligations otherwise qualify as necessary to cover any Net Rate Carryover Permitted Investments), which shall mature or otherwise be available not later than the Business Day next preceding the Distribution Date or on the Distribution Date next following the date of such investment as long as such action does not result in a withdrawal or downgrading of the then current ratings on the Offered Certificates entitled thereto on future Distribution Dates. by the Rating Agencies (c) Funds except that any investment in an obligation of the institution with which the Carryover Reserve Fund is maintained may be invested in Permitted Investments. Any earnings mature on or before 12:00 noon, Chicago time, on such amounts Distribution Date) and shall not be payable sold or disposed of prior to its maturity. In the Class C Certificates. The Class C Certificates shall evidence ownership of event the Administrator is at any time maintaining the Carryover Reserve Fund for federal tax purposes and Fund, any request by the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as Servicer to the investment of amounts therein. In the absence of such written direction, all invest funds on deposit in the Carryover Reserve Fund shall be invested in writing, shall be delivered to the Administrator at or before 10:30 A.M., Chicago time, if such investment is to be made on such day, and shall certify that the requested investment is a Permitted Investment that matures at or prior to the time required hereby. In the absence of such investment instructions, the amounts on deposit in the Carryover Reserve Fund shall remain uninvested. Any such investment shall be registered in the name of or controlled by the Administrator on behalf of the Trustee or in the name of its nominee and to the extent such investments are certificated they shall be maintained in the possession or control of the Administrator on behalf of the Trustee in the state of the Administrator’s Corporate Trust Office. Except as provided above, all income and gain realized from any such investment shall be for the benefit of the Servicer and shall be subject to its withdrawal or order from time to time. The Bank amount of New York cash reservesany losses incurred in respect of the principal amount of any such investments shall be deposited in the Carryover Reserve Fund by the Servicer out of its own funds immediately as realized. (c) The Administrator shall hold amounts deposited in the Carryover Reserve Fund on behalf of the Trustee for the benefit of the Certificateholders. (d) The Administrator is hereby authorized to execute purchases and sales of Permitted Investments as directed by the Servicer through the facilities of its own trading or capital markets operations. The Administrator shall send to the Servicer statements reflecting the monthly activity for each such purchase and sale made for the preceding month. Although the Servicer recognizes that it may obtain a broker confirmation or written monthly statement containing comparable information at no additional cost, the Servicer hereby agrees that confirmations of investments are not required to be issued by the Administrator for each month in which a monthly statement is rendered. No statement need be rendered pursuant to the provision of this subsection if no activity occurred in the account for such month. (e) On each Distribution Date, any distributions of Net Rate Carryover Amounts to be made to any Holder of an Offered Certificate pursuant to Section 4.01 shall first be remitted from the Collection Account to the Carryover Reserve Fund and then distributed to such Holder. (f) Upon the termination of the Trust Fund, any amounts remaining on deposit in the Carryover Reserve Fund shall be distributed to the Holders Holder of the Class C Certificates in R Certificate. (g) For federal income tax purposes, the same manner Carryover Reserve Fund shall be treated as if distributed pursuant to Section 4.04(f) hereofowned by the Holder of the Class R Certificate.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Cap Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (eSection 4.04(b) hereof. Funds withdrawn from the Carryover Reserve Fund may not be applied pursuant to any other subsection of Section 4.04 hereof. other than as expressly provided for in this Section 4.08(b). (c) Any amounts received on the Class 3-A Cap Contract and the Subordinate Cap Contract with respect to a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(e)(i) and (ii), first, shall be used to make any Required Secondary Carryover Reserve Fund Deposit (after all other deposits and withdrawals from the Carryover Reserve Fund on such Distribution Date, including the use of any available Excess Cashflow to make such Required Secondary Carryover Reserve Fund Deposit), and second, shall be distributed to the Class C Certificates; provided, however, that if a Corridor the Class 3-A Cap Contract or Subordinate Cap Contract is subject to early termination, early termination payments received on such Corridor Cap Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(e)(i) and (ii) on the Certificates entitled thereto on future Distribution Dates. (c) Funds in Dates following such termination to and including the Carryover Reserve Fund may applicable Cap Contract Termination Date, but such early termination payments shall not be invested in Permitted Investments. Any earnings on such amounts shall be payable available for distribution to the Class C Certificates. The Class C Certificates shall evidence ownership of on future Distribution Dates until the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reservesapplicable Cap Contract Termination Date. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Corridor Contract in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received on the Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(e) shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such the Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover on the related Classes of Certificates entitled thereto as provided in Section 4.04(e) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates on future Distribution DatesDates until the Corridor Contract Termination Date. (cd) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the direction of the Majority Holder of the Class C Certificates. The Class C Certificates (voting as a single Class), which Permitted Investments shall evidence ownership mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as if distributed pursuant to realized. (e) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.04(f) hereof4.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $1,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contract in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received in respect of the Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(f) shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such in respect of the Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(f) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted InvestmentsInvestments at the written direction of the Majority Holder of the Class C Certificates, which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class C CertificatesCertificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (2) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.07. The Carryover Reserve Fund shall not constitute an asset of any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.purposes

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Cap Contract to the related Certificates pursuant to paragraph paragraphs (b), (c) and (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is the Cap Contracts are subject to early termination, early termination payments received on such Corridor Contract Cap Contracts will be held by the Trustee until the related Corridor Cap Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificates. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing 107 as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) The Servicer shall establish and maintain with the Administrator a separate trust account (the “Carryover Reserve Fund”) titled “HSBC Bank USA, National Association, as Administrator, on behalf of U.S. Bank National Association, as Trustee, in trust for the registered holders of HSBC Home Equity Loan Trust (USA) 2006-3, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-3”. On the Closing Date, the Trustee Depositor will cause the sum of $1,000 to be deposited into the Carryover Reserve Fund. In the event that a successor Administrator is appointed as provided in Section 8.19, a new Carryover Reserve Fund shall establish be promptly established at and maintain in its namemaintained by such successor Administrator, and the title of the new Carryover Reserve Fund shall be “[Successor Administrator], as Administrator, on behalf of the Trustee, in trust for the benefit registered holders of the Holders of the HSBC Home Equity Loan Trust (USA) 2006-3, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-3”, and any amounts in the old Carryover Reserve Fund shall be transferred to the new Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from Servicer may cause the institution maintaining the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited invest any funds in the Carryover Reserve Fund in Permitted Investments (including obligations of the Servicer or of any of its Affiliates, if such obligations otherwise qualify as necessary to cover any Net Rate Carryover Permitted Investments), which shall mature or otherwise be available not later than the Business Day next preceding the Distribution Date or on the Distribution Date next following the date of such investment as long as such action does not result in a withdrawal or downgrading of the then current ratings on the Offered Certificates entitled thereto on future Distribution Dates. by the Rating Agencies (c) Funds except that any investment in an obligation of the institution with which the Carryover Reserve Fund is maintained may be invested in Permitted Investments. Any earnings mature on or before 12:00 noon, Chicago time, on such amounts Distribution Date) and shall not be payable sold or disposed of prior to its maturity. In the Class C Certificates. The Class C Certificates shall evidence ownership of event the Administrator is at any time maintaining the Carryover Reserve Fund for federal tax purposes and Fund, any request by the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as Servicer to the investment of amounts therein. In the absence of such written direction, all invest funds on deposit in the Carryover Reserve Fund shall be invested in writing, shall be delivered to the Administrator at or before 10:30 A.M., Chicago time, if such investment is to be made on such day, and shall certify that the requested investment is a Permitted Investment that matures at or prior to the time required hereby. In the absence of such investment instructions, the amounts on deposit in the Carryover Reserve Fund shall remain uninvested. Any such investment shall be registered in the name of or controlled by the Administrator on behalf of the Trustee or in the name of its nominee and to the extent such investments are certificated they shall be maintained in the possession or control of the Administrator on behalf of the Trustee in the state of the Administrator’s Corporate Trust Office. Except as provided above, all income and gain realized from any such investment shall be for the benefit of the Servicer and shall be subject to its withdrawal or order from time to time. The Bank amount of New York cash reservesany losses incurred in respect of the principal amount of any such investments shall be deposited in the Carryover Reserve Fund by the Servicer out of its own funds immediately as realized. (c) The Administrator shall hold amounts deposited in the Carryover Reserve Fund on behalf of the Trustee for the benefit of the Certificateholders. (d) The Administrator is hereby authorized to execute purchases and sales of Permitted Investments as directed by the Servicer through the facilities of its own trading or capital markets operations. The Administrator shall send to the Servicer statements reflecting the monthly activity for each such purchase and sale made for the preceding month. Although the Servicer recognizes that it may obtain a broker confirmation or written monthly statement containing comparable information at no additional cost, the Servicer hereby agrees that confirmations of investments are not required to be issued by the Administrator for each month in which a monthly statement is rendered. No statement need be rendered pursuant to the provision of this subsection if no activity occurred in the account for such month. (e) On each Distribution Date, any distributions of Net Rate Carryover Amounts to be made to any Holder of an Offered Certificate pursuant to Section 4.01 shall first be remitted from the Collection Account to the Carryover Reserve Fund and then distributed to such Holder. (f) Upon the termination of the Trust Fund, any amounts remaining on deposit in the Carryover Reserve Fund shall be distributed to the Holders Holder of the Class C Certificates in R Certificate. (g) For federal income tax purposes, the same manner Carryover Reserve Fund shall be treated as if distributed pursuant to Section 4.04(f) hereofowned by the Holder of the Class R Certificate.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $1,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contract in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received in respect of the Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(d) shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such in respect of the Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(d) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted InvestmentsInvestments at the written direction of the Majority Holder of the Class C Certificates, which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings 107 on such amounts shall be payable pro rata to the Holders of the Class C CertificatesCertificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (2) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.07. The Carryover Reserve Fund shall not constitute an asset of any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.108

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Cap Contract in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (eSection 4.04(b) hereof. Funds withdrawn from the Carryover Reserve Fund may not be applied pursuant to any other subsection of Section 4.04 hereof. other than as expressly provided for in this Section 4.08(b). (c) Any amounts received on the Cap Contract with respect to a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(d)(1) through (3) and (ii), first, shall be used to make any Required Secondary Carryover Reserve Fund Deposit (after all other deposits and withdrawals from the Carryover Reserve Fund on such Distribution Date, including the use of any available Excess Cashflow to make such Required Secondary Carryover Reserve Fund Deposit), and second, shall be distributed to the Class C Certificates; provided, however, that if a Corridor the Cap Contract is subject to early termination, early termination payments received on such Corridor Cap Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(d)(1) through (3) on the Distribution Dates following such termination to and including the Cap Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the Cap Contract Termination Date. (cd) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the direction of the Majority Holder of the Class C Certificates. The Class C Certificates , which Permitted Investments shall evidence ownership mature not late than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.then

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Cap Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (eSection 4.04(b) hereof. Funds withdrawn from the Carryover Reserve Fund may not be applied pursuant to any other subsection of Section 4.04 hereof. other than as expressly provided for in this Section 4.08(b). (c) Any amounts remaining after the distributions required pursuant to preceding sentence shall Section 4.04(b) first, will be deposited into the Carryover Reserve Fund up to an amount equal to the Secondary Carryover Reserve Fund Deposit, second, distributed to the Class C N Certificates, and third, after the Certificate Principal Balance of the Class N Certificate has been reduced to zero, to the Class X Certificateholders; provided, however, that if a Corridor such Cap Contract is subject to early termination, early termination payments received on such Corridor Cap Contract will be held by the Trustee until the related Corridor applicable Cap Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (cd) Funds in the Carryover Reserve Fund may be invested in Permitted InvestmentsInvestments at the direction of the Majority Holder of the Class X Certificates. Any net investment earnings on such amounts shall be payable to the Class C Certificates. The Class C Certificates shall evidence ownership Majority Holder of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts thereinX Certificates. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the LIBOR Certificates, the a Carryover Reserve Fund, into which Lehman Brothers Inc. shall deposit $1,011,000. The Carryover Reserve Fund Reserxx Xxxd 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, other moneys held by of the Trustee held pursuant to this Agreement. The Carryover Reserve Fund shall not be an asset of any REMIC established by this Agreement. (b) The On any Distribution Date for which there is Net Rate Carryover with respect to any Class of LIBOR Certificates (after distributing amounts from the Cap Account to the related Classes of Certificates), the Trustee shall withdraw from the Carryover Reserve Fund, the amount of such Net Rate Carryover for distribution on such Distribution Date pursuant to Section 4.02 (a)(3). If on any Distribution Date the amount on deposit in the Carryover Reserve Fund is not sufficient to make withdrawals a full distribution of the Net Rate Carryover with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Reserve Fund and distribute such amount to the Classes of Certificates as follows: (x) concurrently to the Classes of Senior Certificates, on a pro rata basis, based on the related remaining Net Rate Carryover due, and (y) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class X-0, Xxxxx X-0 and Class M-9 Certificates, in that order. Any excess of LIBOR plus the applicable Pass-Through Margin in respect of any Class of LIBOR Certificates over the Net Rate Cap on the first Distribution Date will be treated as paid from the Carryover Reserve Fund to make distributions the Master REMIC and from the Master REMIC to such Class of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may shall not be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificatesinvested. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal income tax purposes and purposes. For all federal income tax purposes, amounts transferred by the Master REMIC to the Cap Account shall be treated as amounts distributed by the Master REMIC to the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reservesC Certificates. (d) Upon termination of the Trust Fund, Fund any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant Lehman Brothers Inc. and will not be available to Section 4.04(f) hereofcover any Net Raxx Xxxryover on subsequent Distribution Dates.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph paragraphs (b), (c) and (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is Contracts are subject to early termination, early termination payments received on such Corridor Contract Contracts will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificates. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received on the Class AF-1 Corridor Contract, Class 1-AV Corridor Contract, Class 2-AV Corridor Contract, Class 3-AV Corridor Contract and Adjustable Rate Subordinate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(g) shall be distributed (i) in the case of any such amounts relating to the Class C AF-1 Corridor Contract, to the Class CF Certificates, and (ii) in the case of any such amounts relating to the Class 1-AV Corridor Contract, Class 2-AV Corridor Contract, Class 3-AV Corridor Contract and Adjustable Rate Subordinate Corridor Contract, to the CV Certificates; provided, however, that if a the Class AF-1 Corridor Contract, the Class 1-AV Corridor Contract, Class 2-AV Corridor Contract, Class 3-AV Corridor Contract or Adjustable Rate Subordinate Corridor Contract is subject to early termination, early termination payments received on in respect of such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover 152 for the applicable Classes of Certificates as provided in Section 4.04(g) on the Distribution Dates following such termination to and including the applicable Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the applicable Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received under the Class AF-1 Corridor Contract may be invested in Permitted InvestmentsInvestments at the written direction of the Majority Holder of the Class CF Certificates (voting as a single Class), which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received under the Class AF-1 Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class C CertificatesCF Certificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (2) Funds in the Carryover Reserve Fund in respect of amounts received under the Class 1-AV Corridor Contract, Class 2-AV Corridor Contract, Class 3-AV Corridor Contract and Adjustable Rate Subordinate Corridor Contract may be invested in Permitted Investments at the written direction of the Majority Holder of the Class CV Certificates (voting as a single Class), which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received under the Class 1-AV Corridor Contract, Class 2-AV Corridor Contract, Class 3-AV Corridor Contract and Adjustable Rate Subordinate Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class CV Certificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (3) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.07. The Carryover Reserve Fund shall not constitute an asset of any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts thereinpurposes. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.153

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received on the Class AF-1 Corridor Contract, the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(g) shall be distributed (i) in the case of any such amounts relating to the Class C AF-1 Corridor Contract, to the Class CF Certificates, and (ii) in the case of any such amounts relating to the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract, to the CV Certificates; provided, however, that if a the Class AF-1 Corridor Contract, the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(g) on the Distribution Dates following such termination to and including the applicable Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the applicable Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received of under the Class AF-1 Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the written direction of the Majority Holder of the Class C Certificates. The Class C CF Certificates (voting as a single Class), which Permitted Investments shall evidence ownership mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Class AF-1 Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C CF Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (2) Funds in the Carryover Reserve Fund in respect of amounts received of under the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract may be invested in Permitted Investments at the written direction of the Majority Holder of the Class CV Certificates 133 (voting as a single Class), which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if distributed pursuant such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class CV Certificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (3) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.04(f) hereof4.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the LIBOR Certificates, the a Carryover Reserve Fund, into which the Depositor shall deposit or shall cause to be deposited $35,000. The Carryover 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, other moneys held by of the Trustee held pursuant to this Agreement. The Carryover Reserve Fund shall not be an asset of any REMIC established by this Agreement. (b) The On any Distribution Date for which there is Net Rate Carryover with respect to any Class of LIBOR Certificates (after distributing amounts from the Corridor Account to the Class 1-A2AU Certificates), the Trustee shall withdraw from the Carryover Reserve Fund, the amount of such Net Rate Carryover for distribution on such Distribution Date pursuant to Section 4.02 (a)(3). If on any Distribution Date the amount on deposit in the Carryover Reserve Fund is not sufficient to make withdrawals a full distribution of the Net Rate Carryover with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Reserve Fund and distribute such amount to the Classes of Certificates as follows: (x) concurrently to the Classes of Senior Certificates, on a pro rata basis, based on the related remaining Net Rate Carryover due, and (y) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order. Any excess of LIBOR plus the applicable Pass-Through Margin in respect of any Class of LIBOR Certificates over the Net Rate Cap on the first Distribution Date will be treated as paid from the Carryover Reserve Fund to make distributions the Master REMIC and from the Master REMIC to such Class of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may shall not be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificatesinvested. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal income tax purposes and purposes. For all federal income tax purposes, amounts transferred by the Master REMIC to the Cap Account shall be treated as amounts distributed by the Master REMIC to the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reservesC Certificates. (d) Upon termination of the Trust Fund, Fund any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant Lehman Brothers Inc. and will not xx xxailable to Section 4.04(f) hereofcover any Net Rate Carryover on subsequent Distribution Dates.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received on the Class AF-1 Corridor Contract, the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(g) shall be distributed (i) in the case of any such amounts relating to the Class C AF-1 Corridor Contract, to the Class CF Certificates, and (ii) in the case of any such amounts relating to the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract, to the CV Certificates; provided, however, that if a the Class AF-1 Corridor Contract, the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(g) on the Distribution Dates following such termination to and including the applicable Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the applicable Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received of under the Class AF-1 Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the written direction of the Majority Holder of the Class C Certificates. The Class C CF Certificates (voting as a single Class), which Permitted Investments shall evidence ownership mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Class AF-1 Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C CF Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (2) Funds in the Carryover Reserve Fund in respect of amounts received of under the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract may be invested in Permitted Investments at the written direction of the Majority Holder of the Class CV Certificates (voting as a single Class), which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if distributed pursuant such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class CV Certificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (3) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.04(f) hereof4.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received in respect of the Class 1-A-1 Corridor Contract, Class 2-A Corridor Contract and Subordinate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(d) shall be distributed to the Class C Certificates; provided, however, that if a the Class 1-A-1 Corridor Contract, Class 2-A Corridor Contract or Subordinate Corridor Contract is subject to early termination, early termination payments received on in respect of such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(d) on the Distribution Dates following such termination to and including the applicable Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the applicable Corridor Contract Termination Date. (cd) Funds in the Carryover Reserve Fund in respect of amounts received under the Class 1-A-1 Corridor Contract, Class 2-A Corridor Contract and Subordinate Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the written direction of the Majority Holder of the Class C Certificates. The Class C Certificates , which Permitted Investments shall evidence ownership mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights of such Class shall direct Trustee, for the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination benefit of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.116

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contract in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received on the Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(e) shall 104 be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such in respect of the Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover on the related Classes of Certificates entitled thereto as provided in Section 4.04(e) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates on future Distribution DatesDates until the Corridor Contract Termination Date. (cd) Funds in the Carryover Reserve Fund in respect of amounts received in respect of the Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the direction of the Majority Holder of the Class C Certificates. The Class C Certificates (voting as a single Class), which Permitted Investments shall evidence ownership mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as if distributed pursuant to realized. (e) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.04(f) hereof4.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. On the Closing Date, the Seller shall remit $5,000 to the Trustee, who shall deposit said funds in the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph paragraphs (b), (c) and (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be FIRST maintained in the Carryover Reserve Fund up to an amount equal to the Secondary Carryover Reserve Fund Deposit, and SECOND, distributed to the Class C Certificates; provided, however, that if a Corridor the Cap Contract is subject to early termination, early termination payments received on such Corridor Cap Contract will be held by the Trustee until the related Corridor Cap Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificates. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of amounts payable from each Corridor Contract Net Rate Carryover as to the related Certificates pursuant to paragraph (e) of extent required by Section 4.04 hereof. . (c) Any amounts received on the Corridor Contracts with respect to a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(e) hereof shall be distributed to the Class C Certificates; provided, however, that if a any Corridor Contract is subject to early termination, early termination payments received on such in respect of the Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(e) hereof on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the Corridor Contract Termination Date. (cd) Funds in the Carryover Reserve Fund in respect of amounts received in respect of the Corridor Contract may be invested in Permitted InvestmentsInvestments at the written direction of the Majority Holder of the Class C Certificates (voting as a single Class), which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under any Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class C CertificatesCertificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (e) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and 116 made in accordance with this Section 4.08. The Carryover Reserve Fund shall not constitute an asset of any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reservespurposes. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $1,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contract in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received in respect of the Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(f) shall be distributed to the Class C Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such in respect of the Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(f) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the written direction of the Majority Holder of the Class C Certificates. The Class C Certificates , which Permitted Investments shall evidence ownership mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as if distributed pursuant to Section 4.04(frealized. (2) hereof.The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and 119

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $1,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received in respect of the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received in respect of the Class 1-A Corridor Contract, Class 2-A Corridor Contract and Subordinate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(d) shall be distributed to the Class C Certificates; provided, however, that if a any Corridor Contract is subject to early termination, early termination payments received on in respect of such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover 125 Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(d) on the Certificates entitled thereto on future Distribution Dates. (c) Funds in Dates following such termination to and including the Carryover Reserve Fund may Corridor Contract Termination Date, but such early termination payments shall not be invested in Permitted Investments. Any earnings on such amounts shall be payable available for distribution to the Class C CertificatesCertificates on future Distribution Dates until the Corridor Contract Termination Date. (d) The Carryover Reserve Fund shall not constitute an asset of any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds purposes. (e) Funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination . All investments shall be made in the name of the Trust FundTrustee, any amounts remaining in for the Carryover Reserve Fund shall be distributed to benefit of the Holders of the Class C Certificates Interest-Bearing Certificates. Any net investment earnings on such amounts shall be retained therein until withdrawn as provided in the same manner as if distributed pursuant to Section 4.04(f) hereof3.08.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph paragraphs (b), (c) and (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor the Cap Contract is subject to early termination, early termination payments received on such Corridor Cap Contract will be held by the Trustee until the related Corridor Cap Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificates. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the LIBOR Certificates, the a Carryover Reserve Fund, into which $1,000 shall be deposited upon receipt of such funds. The Carryover 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, other moneys held by of the Trustee held pursuant to this Agreement. The Carryover Reserve Fund shall not be an asset of any REMIC established by this Agreement. (b) The On any Distribution Date for which there is Net Rate Carryover with respect to any Class of LIBOR Certificates, the Trustee shall withdraw from the Carryover Reserve Fund, the amount of such Net Rate Carryover for distribution on such Distribution Date pursuant to Section 4.02(c)(v). If on any Distribution Date the amount on deposit in the Carryover Reserve Fund is not sufficient to make withdrawals a full distribution of the Net Rate Carryover with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Reserve Fund and distribute such amount to the Classes of Certificates as follows: (x) concurrently, to the Classes of Senior Certificates, on a pro rata basis, based on the related remaining Net Rate Carryover due, and (y) sequentially, to the Class M-1, Class M-2, Class M-3 and Clasx X-0 Xxxxxxxxates, in that order. Any excess of LIBOR plus the applicable Pass-Through Margin in respect of any Class of LIBOR Certificates over the Net Rate Cap on the first Distribution Date will be treated as paid from the Carryover Reserve Fund to make distributions the Master REMIC and from the Master REMIC to such Class of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may shall not be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C Certificatesinvested. The Class C Certificates shall evidence ownership of the Carryover Reserve Fund for federal income tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reservespurposes. (d) Upon termination of the Trust Fund, Fund any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C Certificates in the same manner as if distributed pursuant to Section 4.04(f) hereofCertificates.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. (c) Any amounts payable from each received on the Class AF-1 Corridor Contract, the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(g) shall be distributed (i) in the case of any such amounts relating to the Class C AF-1 Corridor Contract, to the Class CF Certificates, and (ii) in the case of any such amounts relating to the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract, to the CV Certificates; provided, however, that if a the Class AF-1 Corridor Contract, the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(g) on the Distribution Dates following such termination to and including the applicable Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the applicable Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received of under the Class AF-1 Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the written direction of the Majority Holder of the Class C Certificates. The Class C CF Certificates (voting as a single Class), which Permitted Investments shall evidence ownership mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Class AF-1 Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C CF Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as if distributed pursuant to Section 4.04(f) hereofrealized.

Carryover Reserve Fund. (a) On No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain in its namea separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the benefit of the Holders of the CertificatesDeutsche Alt-A Securities Mortgage Loan Trust, the Series 2007-OA5, Mortgage Pass-Through Certificates Carryover Reserve Fund”, and shall deposit $750,000 therein upon receipt from or on behalf of the Depositor of such amount. The Carryover Reserve Fund shall be an Eligible Direct Support 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 held by the Trustee Securities Administrator pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted InvestmentsEligible Investments at the direction of the Holders of the Class CE Certificates, which Eligible Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Eligible Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Eligible Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Eligible Investments shall be made in the name of the Securities Administrator, for the benefit of the Holders of the Class CE Certificates. Any net investment earnings on such amounts shall be payable to retained therein until withdrawn as provided in this Section 3.26 below. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. The Securities Administrator shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 3.26. If no investment direction is provided, the funds will be held uninvested. (c) On each of the Distribution Dates in August 2007 and September 2007, following (i) distributions of Interest Funds, (ii) distributions of Principal Funds, (iii) the distribution of the Net Monthly Excess Cashflow and withdrawals from the Reserve Fund, and (iv) withdrawals from the Class C Certificates. The Class C Certificates A-1A Swap Account and Certificate Swap Account, the Securities Administrator shall evidence ownership of withdraw funds from the Carryover Reserve Fund for federal tax purposes distribution concurrently, to the Senior Certificates and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as Subordinate Certificate, pro rata, based on their respective Net WAC Rate Carryover Amounts, up to their Net WAC Rate Carryover Amounts, to the investment of amounts therein. extent remaining unpaid after all prior distributions on such Distribution Date. (d) In addition, the absence of such written direction, all funds Securities Administrator may from time to time make withdrawals from the Carryover Reserve Fund for the following purposes: (i) to withdraw any amount deposited in the Carryover Reserve Fund shall and not required to be invested by the Trustee in The Bank of New York cash reserves.deposited therein; (dii) Upon termination to pay the Holders of the Trust Fund, Class CE Certificates investment earnings; (iii) to distribute any amounts remaining in the Carryover Reserve Fund shall to the Holders of the Class CE Certificates after the distribution of any Net WAC Rate Carryover Amounts to the Certificates on the Distribution Date in September of 2007; and (iv) to clear and terminate the Carryover Reserve Fund upon the termination of this Agreement pursuant to Section 9.1. (e) For federal and state income tax purposes, the Holders of the Class CE Certificates will be deemed to be the owners of the Carryover Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Holders of the Class C CE Certificates or their respective designees. The Carryover Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Class M Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the same manner as if distributed pursuant to meaning of Code Section 4.04(f) hereof860(G)(a)(1).

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of Net Rate Carryover as to the extent required by Section 4.04. 157 (c) Any amounts payable from each received on the Class AF-1 Corridor Contract, the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(g) shall be distributed (i) in the case of any such amounts relating to the Class C AF-1 Corridor Contract, to the Class CF Certificates, and (ii) in the case of any such amounts relating to the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract, to the CV Certificates; provided, however, that if a the Class AF-1 Corridor Contract, the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover for the applicable Classes of Certificates as provided in Section 4.04(g) on the Distribution Dates following such termination to and including the applicable Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates entitled thereto on future Distribution DatesDates until the applicable Corridor Contract Termination Date. (c1) Funds in the Carryover Reserve Fund in respect of amounts received of under the Class AF-1 Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the written direction of the Majority Holder of the Class C Certificates. The Class C CF Certificates (voting as a single Class), which Permitted Investments shall evidence ownership mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Class AF-1 Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C CF Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (2) Funds in the Carryover Reserve Fund in respect of amounts received of under the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract may be invested in Permitted Investments at the written direction of the Majority Holder of the Class CV Certificates (voting as a single Class), which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if distributed pursuant such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under the Class 1-AV-1 Corridor Contract, the Class 2-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. Any net investment earnings on such amounts shall be payable pro rata to the Holders of the Class CV Certificates in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. (3) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.04(f) hereof4.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve FundFund and shall deposit $10,000 therein. The Carryover 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 held by the Trustee pursuant to this Agreement. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Corridor Contracts in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions in respect of amounts payable from each Corridor Contract Net Rate Carryover as to the related Certificates pursuant to paragraph extent required by Section 4.04. (ec) of Section 4.04 hereof. Any amounts received on the Corridor Contracts with respect to a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(e) shall be distributed to the Class C Certificates; provided, however, that if a any Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover on the related Classes of Certificates entitled thereto as provided in Section 4.04(e) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class C Certificates on future Distribution DatesDates until the Corridor Contract Termination Date. (cd) Funds in the Carryover Reserve Fund in respect of amounts received under the Corridor Contract may be invested in Permitted Investments. Any earnings on such amounts shall be payable to Investments at the direction of the Majority Holder of the Class C Certificates. The Class C Certificates (voting as a single Class), which Permitted Investments shall evidence ownership mature not late than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund for federal tax purposes Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the Holders thereof evidencing not less than 50% name of the Voting Rights Trustee, for the benefit of such Class shall direct the Trustee in writing as to the investment of amounts thereinCertificateholders. In the absence of such written direction, all funds in the Carryover Reserve Fund in respect of amounts received of under any Corridor Contract shall be invested by the Trustee in The Bank of New York cash reserves. (d) Upon termination of the Trust Fund, any . Any net investment earnings on such amounts remaining in the Carryover Reserve Fund shall be distributed payable pro rata to the Holders of the Class C Certificates in accordance with their Percentage Interests. Any losses incurred in the same manner Carryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as if distributed pursuant to realized. (e) The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 4.04(f) hereof4.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund. The Carryover 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 held by the Trustee pursuant to this Agreement. On the Closing Date, the Seller shall remit $10,000 to the Trustee, which shall deposit such funds in the Carryover Reserve Fund. (b) On each Distribution Date, the Trustee shall deposit all amounts received pursuant to the Corridor Contract in the Carryover Reserve Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of pursuant to Section 4.04(c) hereof. (c) Any amounts payable from each received on the Corridor Contract with respect to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts a Distribution Date and remaining after the distributions required pursuant to preceding sentence Section 4.04(c) shall be distributed to the Class C A-IO Certificates; provided, however, that if a the Corridor Contract is subject to early termination, early termination payments received on such the Corridor Contract will shall be held deposited by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary and withdrawn from the Carryover Reserve Fund to cover pay any Net Rate Carryover on the related Classes of Certificates entitled thereto as provided in Section 4.04(c) on the Distribution Dates following such termination to and including the Corridor Contract Termination Date, but such early termination payments shall not be available for distribution to the Class A-IO Certificates on future Distribution DatesDates until the Corridor Contract Termination Date. (cd) Funds in the Carryover Reserve Fund may be invested in Permitted Investments. Any earnings on such amounts shall be payable to the Class C A-IO Certificates. The Class C A-IO Certificates shall evidence ownership of the Carryover Reserve Fund for federal tax purposes and the Holders thereof evidencing not less than 50% of the Voting Rights of such Class shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York cash reserves. (de) Upon termination of the Trust Fund, any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders of the Class C A-IO Certificates in the same manner as if distributed pursuant to Section 4.04(f4.04(c) hereof.

Carryover Reserve Fund. (a) On the Closing Date, the Trustee Securities Administrator shall establish and maintain in its namethe name of the Trustee, in trust for the benefit of the Holders of the Offered Certificates, the Carryover Reserve FundFund and shall deposit $1,592,992 therein upon receipt from or on behalf of the Depositor of such amount. The Carryover 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 held by the Trustee Securities Administrator pursuant to this Agreement. (b) The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions of amounts payable from each Corridor Contract to the related Certificates pursuant to paragraph (e) of Section 4.04 hereof. Any amounts remaining after the distributions required pursuant to preceding sentence shall be distributed to the Class C Certificates; provided, however, that if a Corridor Contract is subject to early termination, early termination payments received on such Corridor Contract will be held by the Trustee until the related Corridor Contract Termination Date and deposited in the Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the Certificates entitled thereto on future Distribution Dates. (c) Funds in the Carryover Reserve Fund may be invested in Permitted InvestmentsInvestments at the direction of the Depositor, which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Carryover Reserve Fund, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. In the absence of such direction, the funds in the Carryover Reserve Fund shall remain uninvested. All such Permitted Investments shall be made in the name of the Trust Administrator, for the benefit of the Depositor. Any net investment earnings on such amounts shall be payable to retained therein until withdrawn as provided in Section 3.28(b)(ii). Any losses incurred in the Class C CertificatesCarryover Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Carryover Reserve Fund (or such investments) immediately as realized. The Class C Certificates Securities Administrator shall evidence ownership not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund and made in accordance with this Section 3.28. The Carryover Reserve Fund shall not constitute an asset of any REMIC created hereunder. The Depositor shall be the owner of the Carryover Reserve Fund for federal tax purposes purposes. (b) The Securities Administrator shall withdraw funds from the Carryover Reserve Fund for distribution to the Senior Certificates and the Holders thereof evidencing not less than 50% of Mezzanine Certificates in the Voting Rights of such Class shall direct the Trustee manner specified in writing as to the investment of amounts thereinSections 4.1(a). In addition, the absence of such written direction, all funds Securities Administrator may from time to time make withdrawals from the Carryover Reserve Fund for the following purposes: (i) to withdraw any amount deposited in the Carryover Reserve Fund shall and not required to be invested by the Trustee in The Bank of New York cash reserves.deposited therein; (dii) Upon termination of to pay the Trust Fund, Depositor investment earnings (iii) to distribute any amounts remaining in the Carryover Reserve Fund shall be distributed to the Holders Depositor after the distribution of any Net WAC Rate Carryover Amounts to the Class C Certificates on the Distribution Date in January of 2007; and (iv) to clear and terminate the same manner as if distributed Carryover Reserve Fund upon the termination of this Agreement pursuant to Section 4.04(f) hereof9.01.