Common use of Net Rate Cap Fund Clause in Contracts

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, other than the Class IO Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13). The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) any Net Rate Cap Carryover for such Distribution Date or, if no Net Rate Cap Carryover is payable on such Distribution Date, an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will be equal to $10,000. The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(14) hereof. (c) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(15) hereof.

Net Rate Cap Fund. (a) The Trustee will establish the Net Rate Cap Fund on the Closing Date. On the Closing Date, the Class C Certificateholders will deposit, or cause to be deposited, into the Net Rate Cap Fund $10,000. On each Distribution Date as to which there is a Net Rate Cap Carryover, the Trustee has been directed by the Class C Certificateholders to, and therefor will, deposit into the Net Rate Cap Fund the amounts described in Section 5.01(c)(12), rather than distributing such amounts to the Class C Certificateholders. On each such Distribution Date, the Trustee shall establish and maintain in its name, in trust hold all such amounts for the benefit of the Offered CertificatesCertificateholders, other than the Class IO Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid will distribute such amounts to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund Certificateholders pursuant to Section 5.01(a)(135.01(c)(12). The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) any Net Rate Cap Carryover for such Distribution Date or, if If no Net Rate Cap Carryover is payable on such a Distribution Date, the Trustee shall deposit into the Net Rate Cap Fund on behalf of the Class C Certificateholders an amount such that when added to other amounts already on deposit in the Net Rate Cap Fundfund, the aggregate amount on deposit therein will be is equal to $10,000. The Trustee shall make withdrawals from For federal and state income tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net Rate Cap Fund and all amounts deposited into the Net Rate Cap Fund (other than the initial $10,000 deposit) shall be treated as amounts distributed by REMIC I with respect to make distributions pursuant to Section 5.01(a)(14) hereof. (c) Funds the Class C Distribution Amount and Class C Carryforward Amount. Related amounts held in the Net Rate Cap Fund may and not distributable to any Offered Certificateholders on any Distribution Date will be invested by the Trustee in Eligible Investments. Any earnings investments designated in writing by the Class C Certificateholders having maturities on or prior to the next succeeding Distribution Date on which such related amounts will be distributable to the applicable Class of Certificateholders; provided, that, if no such designation is made by the Class C Certificateholders, all such amounts shall be payable to remain uninvested. Upon the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any or the payment in full of the Offered Certificateholders, all amounts remaining on deposit in the Net Rate Cap Fund shall Fund, including any investment earnings remaining therein, will be released from the lien of the Trust and distributed to the Class C Certificateholders or their designees. The Net Rate Cap Fund will be part of the Trust but not part of any REMIC Pool and any payments to the applicable Offered Certificateholders of related Net Rate Cap Carryover will not be payments with respect to a "regular interest" in a REMIC within the Class BIO Certificates in the same manner as if distributed pursuant to meaning of Code Section 5.01(a)(15) hereof860G(a)(1).

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, Certificates (other than the Class A-IO Certificates), the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller Depositor therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "“outside reserve fund" ” under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts amounts, if any, (i) received from the Cap Provider under the Interest Rate Cap Agreements into the Net Rate Cap Fund and (ii), if necessary and to the extent available, from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(135.01(a)(18). The amount required to be deposited into the Net Rate Cap Fund from the Distribution Account on any Distribution Date (the "“Net Rate Cap Fund Deposit"”) will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (1217) of Section 5.01(a) and (ii) (x) any Net Rate Cap Carryover for such Distribution Date less (y) any amounts received by the Trustee pursuant to the Interest Rate Cap Agreement for such Distribution Date, or, if no Net Rate Cap Carryover is payable on such Distribution DateDate (or if the amount received from the Cap Provider for such Distribution Date exceeds all amounts of Net Rate Cap Carryover), an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will at all times be equal to $10,000. 5,000. (c) The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(145.01(a)(19) hereofhereof as follows: (i) first, to the Class AV-1 Certificates, from payments made under the Class AV-1 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class AV-1 Certificates; (ii) second, to the Class AV-2 Certificates, from payments made under the Class AV-2 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class AV-2 Certificates; (iii) third, to the Class AV-3 Certificates, from payments made under the Class AV-3 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class AV-1 Certificates; (iv) fourth, to the Class M-1 Certificates, from payments made under the Class M-1 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-1 Certificates; (v) fifth, to the Class M-2 Certificates, from payments made under the Class M-2 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-2 Certificates; (vi) sixth, to the Class M-3 Certificates, from payments made under the Class M-3 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-3 Certificates; (vii) seventh, to the Class M-4 Certificates, from payments made under the Class M-4 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-4 Certificates; (viii) eighth, to the Class M-5 Certificates, from payments made under the Class M-5 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-5 Certificates; (ix) ninth, to the Class M-6 Certificates, from payments made under the Class M-6 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-6 Certificates; (x) tenth, concurrently, to the Class AV Certificates, pro rata based on unpaid Net Rate Cap Carryover amounts, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class AV Certificates; (xi) eleventh, to the Class M-1 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-1 Certificates; (xii) twelfth, to the Class M-2 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-2 Certificates; (xiii) thirteenth, to the Class M-3 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-3 Certificates; (xiv) fourteenth, to the Class M-4 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-4 Certificates; (xv) fifteenth, to the Class M-5 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-5 Certificates; and (xvi) sixteenth, to the Class M-6 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-6 Certificates. (cd) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (de) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(155.01(a)(20) hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, Certificates (other than the Class A-IO Certificates), the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller Depositor therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "“outside reserve fund" ” under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts amounts, if any, (i) received from the Cap Provider under the Interest Rate Cap Agreement and (ii), if necessary and to the extent available, from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(135.01(a)(14). The amount required to be deposited into the Net Rate Cap Fund from the Distribution Account on any Distribution Date (the "“Net Rate Cap Fund Deposit"”) will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (1213) of Section 5.01(a) and (ii) (x) any Net Rate Cap Carryover for such Distribution Date less (y) any amounts received by the Trustee pursuant to the Interest Rate Cap Agreement for such Distribution Date, or, if no Net Rate Cap Carryover is payable on such Distribution DateDate (or if the amount received from the Cap Provider for such Distribution Date exceeds all amounts of Net Rate Cap Carryover), an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will at all times be equal to $10,000. 5,000. (c) The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(145.01(a)(15) hereofhereof as follows: (i) first, to the Offered Certificates, other than the Class A-IO Certificates, any related unpaid Net Cap Carryover (in each case only up to a maximum amount equal to the Cap Amount for the related Class) distributed in the following order of priority: first to the Class A Certificates, second to the Class M-1 Certificates, third, concurrently, to the Class M-2A and Class M-2F Certificates, pro rata based on their respective entitlements, fourth to the Class M-3 Certificates and fifth to the Class M-4 Certificates, and (ii) second, to the Offered Certificates, other than the Class A-IO Certificates, any related unpaid Net Rate Cap Carryover (including any excess amounts not paid pursuant to clause (i) above), after taking into account distributions made pursuant to clause (i) above, distributed in the following order of priority: first to the Class A Certificates, second to the Class M-1 Certificates, third, concurrently, to the Class M-2A and Class M-2F Certificates, pro rata based on their respective entitlements, fourth to the Class M-3 Certificates and fifth to the Class M-4 Certificates. (cd) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (de) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(155.01(a)(16) hereof.

Net Rate Cap Fund. (a) The Trustee will establish the Net Rate Cap Fund on the Closing Date. On the Closing Date, the Class C Certificateholders will deposit, or cause to be deposited, into the Net Rate Cap Fund $10,000. On each Distribution Date as to which there is a Net Rate Cap Carryover, the Trustee has been directed by the Class C Certificateholders to, and therefor will, deposit into the Net Rate Cap Fund the amounts described in Section 5.01(e)(5), rather than distributing such amounts to the Class C Certificateholders. On each such Distribution Date, the Trustee shall establish and maintain in its name, in trust hold all such amounts for the benefit of the Offered CertificatesCertificateholders, other than the Class A-IO CertificatesCertificateholders, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid will distribute such amounts to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund Certificateholders pursuant to Section 5.01(a)(135.01(e)(5). The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) any Net Rate Cap Carryover for such Distribution Date or, if If no Net Rate Cap Carryover is payable on such a Distribution Date, the Trustee shall deposit into the Net Rate Cap Fund on behalf of the Class C Certificateholders an amount such that when added to other amounts already on deposit in the Net Rate Cap Fundfund, the aggregate amount on deposit therein will be is equal to $10,000. The Trustee shall make withdrawals from For federal and state income tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net Rate Cap Fund and all amounts deposited into the Net Rate Cap Fund (other than the initial $10,000 deposit) shall be treated as amounts distributed by REMIC III with respect to make distributions pursuant to Section 5.01(a)(14) hereof. (c) Funds the Class C Distribution Amount and Class C Carryforward Amount. Related amounts held in the Net Rate Cap Fund may and not distributable to any Offered Certificateholders on any Distribution Date will be invested by the Trustee in Eligible Investments. Any earnings investments designated in writing by the Class C Certificateholders having maturities on or prior to the next succeeding Distribution Date on which such related amounts will be distributable to the applicable Class of Certificateholders; provided, that, if no such designation is made by the Class C Certificateholders, all such amounts shall be payable to remain uninvested. Upon the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any or the payment in full of the Offered Certificateholders, other than the Class A-IO Certicateholders, all amounts remaining on deposit in the Net Rate Cap Fund shall will be released from the lien of the Trust and distributed to the Class C Certificateholders or their designees. The Net Rate Cap Fund will be part of the Trust but not part of any REMIC Pool and any payments to Offered Certificateholders of related Net Rate Cap Carryover will not be payments with respect to a "regular interest" in a REMIC within the Class BIO Certificates in the same manner as if distributed pursuant to meaning of Code Section 5.01(a)(15) hereof860G(a)(1).

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, Certificates (other than the Class A-IO Certificates), the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller Depositor therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "“outside reserve fund" ” under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts amounts, if any, (i) received from the Cap Provider under the Interest Rate Cap Agreements into the Net Rate Cap Fund and (ii), if necessary and to the extent available, from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(135.01(a)(18). The amount required to be deposited into the Net Rate Cap Fund from the Distribution Account on any Distribution Date (the "“Net Rate Cap Fund Deposit"”) will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (1217) of Section 5.01(a) and (ii) (x) any Net Rate Cap Carryover for such Distribution Date less (y) any amounts received by the Trustee pursuant to the Interest Rate Cap Agreement for such Distribution Date, or, if no Net Rate Cap Carryover is payable on such Distribution DateDate (or if the amount received from the Cap Provider for such Distribution Date exceeds all amounts of Net Rate Cap Carryover), an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will at all times be equal to $10,000. 5,000. (c) The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(145.01(a)(19) hereofhereof as follows: (i) first, to the Class A Certificates, from payments made under the Class A Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class A Certificates; (ii) second, to the Class M-1 Certificates, from payments made under the Class M-1 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-1 Certificates; (iii) third, to the Class M-2A Certificates, from payments made under the Class M-2A Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-2A Certificates; (iv) fourth, to the Class M-3 Certificates, from payments made under the Class M-3 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-3 Certificates; (v) fifth, to the Class M-4 Certificates, from payments made under the Class M-4 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-4 Certificates; (vi) sixth, to the Class M-5 Certificates, from payments made under the Class M-5 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-5 Certificates; (vii) seventh, to the Class A Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class A Certificates; (viii) eighth, to the Class M-1 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-1 Certificates; (ix) ninth, to the Class M-2A Certificates, pro rata based on the applicable Net Rate Cap Carryover, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-2A Certificates; (x) tenth, to the Class M-3 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-3 Certificates; (xi) eleventh, to the Class M-4 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-4 Certificates; (xii) twelfth, to the Class M-5 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-5 Certificates; (xiii) thirteenth, to the Class M-2F Certificates, from (1) payments made under the Interest Rate Cap Agreements, to the extent not otherwise paid to the related Class of Certificates and (2) remaining amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any Net Rate Cap Carryover for the Class M-2F Certificates; and (xiv) fourteenth, to the Class M-6 Certificates, from (1) payments made under the Interest Rate Cap Agreements, to the extent not otherwise paid to the related Class of Certificates and (2) remaining amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any Net Rate Cap Carryover for the Class M-6 Certificates. (cd) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (de) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(155.01(a)(21) hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, other than the Class IO Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller Depositor therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "“outside reserve fund" ” under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts amounts, if necessary and to the extent available, from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(135.01(a)(iii)(24). The amount required to be deposited into the Net Rate Cap Fund from the Distribution Account on any Distribution Date (the "“Net Rate Cap Fund Deposit"”) will equal the lesser of (i) amounts remaining after distributions pursuant to clauses Section 5.01(a)(i), (1a)(ii), and (a)(iii)(1) through (12) of Section 5.01(a23) and (ii) any Net Rate Cap Carryover for such Distribution Date Date, or, if no Net Rate Cap Carryover is payable on such Distribution Date, an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will at all times be equal to $10,000. 5,000. (c) The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(145.01(a)(iii)(25) hereofhereof as follows: first, to the Senior Certificates, pro rata based on unpaid Net Rate Cap Carryover amounts, and second, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order. (cd) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (de) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(155.01(a)(iii)(26) hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, Certificates (other than the Class IO S Certificates), the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller Depositor therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "“outside reserve fund" ” under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts amounts, if any, (i) received from the Cap Provider under the Interest Rate Cap Agreements into the Net Rate Cap Fund and (ii), if necessary and to the extent available, from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(135.01(a)(18). The amount required to be deposited into the Net Rate Cap Fund from the Distribution Account on any Distribution Date (the "“Net Rate Cap Fund Deposit"”) will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (1217) of Section 5.01(a) and (ii) (x) any Net Rate Cap Carryover for such Distribution Date less (y) any amounts received by the Trustee pursuant to the Interest Rate Cap Agreement for such Distribution Date, or, if no Net Rate Cap Carryover is payable on such Distribution DateDate (or if the amount received from the Cap Provider for such Distribution Date exceeds all amounts of Net Rate Cap Carryover), an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will at all times be equal to $10,000. 5,000. (c) The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(145.01(a)(19) hereofhereof as follows: (i) first, to the Class A-1 Certificates, from payments made under the Class A-1 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class A-1 Certificates; (ii) second, to the Class A-2 Certificates, from payments made under the Class A-2 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class A-2 Certificates; (iii) third, to the Class A-3 Certificates, from payments made under the Class A-3 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class A-3 Certificates; (iv) fourth, to the Class M-1 Certificates, from payments made under the Class M-1 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-1 Certificates; (v) fifth, to the Class M-2A Certificates, from payments made under the Class M-2A Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-2A Certificates; (vi) sixth, to the Class M-3 Certificates, from payments made under the Class M-3 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-3 Certificates; (vii) seventh, to the Class M-4 Certificates, from payments made under the Class M-4 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-4 Certificates; (viii) eighth, to the Class M-5 Certificates, from payments made under the Class M-5 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-5 Certificates; (ix) ninth, to the Class M-6 Certificates, from payments made under the Class M-6 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-6 Certificates; (x) tenth, concurrently, to the Class A Certificates, pro rata based on unpaid Net Rate Cap Carryover amounts, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class A Certificates; (xi) eleventh, to the Class M-1 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-1 Certificates; (xii) twelfth, concurrently, to the Class M-2A and Class M-2F Certificates, pro rata based on the applicable Net Rate Cap Carryover, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-2A and Class M-2F Certificates; (xiii) thirteenth, to the Class M-3 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-3 Certificates; (xiv) fourteenth, to the Class M-4 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-4 Certificates; (xv) fifteenth, to the Class M-5 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-5 Certificates; and (xvi) sixteenth, to the Class M-6 Certificates, from (1) payments made under the other Interest Rate Cap Agreements to the extent not otherwise paid to the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-6 Certificates. (cd) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (de) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(155.01(a)(20) hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, other than the Class IO Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller Depositor therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts amounts, if any, (i) received from the Cap Provider under the Interest Rate Cap Agreement, and (ii) from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13). The amount required to be deposited into the Net Rate Cap Fund from the Distribution Account on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) (x) any Net Rate Cap Carryover for such Distribution Date less (y) any amounts received by the Trustee pursuant to the Interest Rate Cap Agreement for such Distribution Date, or, if no Net Rate Cap Carryover is payable on such Distribution DateDate (or if the amount received from the Cap Provider for such Distribution Date exceeds all amounts of Net Rate Cap Carryover), an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will at all times be equal to $10,0005,000. The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(14) hereof. (c) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(15) hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, other than the Class IO Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller Depositor therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13). The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) any Net Rate Cap Carryover for such Distribution Date or, if no Net Rate Cap Carryover is payable on such Distribution Date, an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will be equal to $10,000. The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(14) hereof. (c) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(15) hereof.

Net Rate Cap Fund. (a) The Trustee will establish the Net Rate Cap Fund on the Closing Date. On the Closing Date, the Class C Certificateholders will deposit, or cause to be deposited, into the Net Rate Cap Fund $10,000. On each Distribution Date as to which there is a Net Rate Cap Carryover, the Trustee has been directed by the Class C Certificateholders to, and therefor will, deposit into the Net Rate Cap Fund the amounts described in Section 5.01 (c)(11), rather than distributing such amounts to the Class C Certificateholders. On each such Distribution Date, the Trustee shall establish and maintain in its name, in trust hold all such amounts for the benefit of the Offered CertificatesCertificateholders, other than the Class A-1, Class A-2 and Class A-IO CertificatesCertificateholders, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid will distribute such amounts to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund Certificateholders pursuant to Section 5.01(a)(135.01(c)(11). The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) any Net Rate Cap Carryover for such Distribution Date or, if If no Net Rate Cap Carryover is payable on such a Distribution Date, the Trustee shall deposit into the Net Rate Cap Fund on behalf of the Class C Certificateholders an amount such that when added to other amounts already on deposit in the Net Rate Cap Fundfund, the aggregate amount on deposit therein will be is equal to $10,000. The Trustee shall make withdrawals from For federal and state income tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net Rate Cap Fund and all amounts deposited into the Net Rate Cap Fund (other than the initial $10,000 deposit) shall be treated as amounts distributed by REMIC III with respect to make distributions pursuant to Section 5.01(a)(14) hereof. (c) Funds the Class C Distribution Amount and Class C Carryforward Amount. Related amounts held in the Net Rate Cap Fund may and not distributable to any Offered Certificateholders on any Distribution Date will be invested by the Trustee in Eligible Investments. Any earnings investments designated in writing by the Class C Certificateholders having maturities on or prior to the next succeeding Distribution Date on which such related amounts will be distributable to the applicable Class of Certificateholders; provided, that, if no such designation is made by the Class C Certificateholders, all such amounts shall be payable to remain uninvested. Upon the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any or the payment in full of the Offered Certificateholders, other than the Class A-1, ClassA-2 and Class A-IO Certicateholders, all amounts remaining on deposit in the Net Rate Cap Fund shall will be released from the lien of the Trust and distributed to the Class C Certificateholders or their designees. The Net Rate Cap Fund will be part of the Trust but not part of any REMIC Pool and any payments to the applicable Offered Certificateholders of related Net Rate Cap Carryover will not be payments with respect to a "regular interest" in a REMIC within the Class BIO Certificates in the same manner as if distributed pursuant to meaning of Code Section 5.01(a)(15) hereof860G(a)(1).

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, other than the Class IO Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Group F Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13). The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) any Net Rate Cap Carryover for such Distribution Date or, if no Net Rate Cap Carryover is payable on such Distribution Date, an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will be equal to $10,000. The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(14) hereof. (c) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(15) hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered CertificatesCertificate Group F, other than the Class IO IOF Certificates, and each Class of Subordinate Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13)5.01(a) C. 12. The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (ii)(a) the amounts remaining after distributions pursuant to clauses (1) C.1 through (12) C.11. of Section 5.01(a) minus (b) the LIBOR Carryover Fund Deposit for such Distribution Date and (ii) any Net Rate Cap Carryover for such Distribution Date or, if no Net Rate Cap Carryover is payable on such Distribution Date, an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will be equal to $10,000. The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(145.01(a) C. 14. hereof. (c) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(155.01(a) C. 15. hereof.

Net Rate Cap Fund. (a) The Trustee will establish the Net Rate Cap Fund on the Closing Date. On the Closing Date, the Class C Certificateholders will deposit, or cause to be deposited, into the Net Rate Cap Fund $10,000. On each Distribution Date as to which there is a Net Rate Cap Carryover, the Trustee has been directed by the Class C Certificateholders to, and therefor will, deposit into the Net Rate Cap Fund the amounts described in Section 5.01(e)(5), rather than distributing such amounts to the Class C Certificateholders. On each such Distribution Date, the Trustee shall establish and maintain in its name, in trust hold all such amounts for the benefit of the Offered CertificatesCertificateholders, other than the Class A-IO CertificatesCertificateholders, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid will distribute such amounts to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund Certificateholders pursuant to Section 5.01(a)(135.01(e)(5). The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) any Net Rate Cap Carryover for such Distribution Date or, if If no Net Rate Cap Carryover is payable on such a Distribution Date, the Trustee shall deposit into the Net Rate Cap Fund on behalf of the Class C Certificateholders an amount such that when added to other amounts already on deposit in the Net Rate Cap Fundfund, the aggregate amount on deposit therein will be is equal to $10,000. The Trustee shall make withdrawals from For federal and state income tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net Rate Cap Fund and all amounts deposited into the Net Rate Cap Fund (other than the initial $10,000 deposit) shall be treated as amounts distributed by REMIC III with respect to make distributions pursuant to Section 5.01(a)(14) hereof. (c) Funds the Class C Distribution Amount and Class C Carryforward Amount. Related amounts held in the Net Rate Cap Fund may and not distributable to any Offered Certificateholders on any Distribution Date will be invested by the Trustee in Eligible Investments. Any earnings investments designated in writing by the Class C Certificateholders having maturities on or prior to the next succeeding Distribution Date on which such related amounts will be distributable to the applicable Class of Certificateholders; provided, that, if no such designation is made by the Class C Certificateholders, all such amounts shall be payable to remain uninvested. Upon the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any or the payment in full of the Offered Certificateholders, other than the Class A-IO Certicateholders, all amounts remaining on deposit in the Net Rate Cap Fund shall will be released from the lien of the Trust and distributed to the Class C Certificateholders or their designees. The Net Rate Cap Fund will be part of the Trust but not part of any REMIC Pool and any payments to Offered Certificateholders of related Net Rate Cap Carryover will not be payments with respect to a "regular interest" in a REMIC within the Class BIO Certificates in the same manner as if distributed pursuant to meaning of Code Section 5.01(a)(15) hereof860G(a)(1).

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered CertificatesCertificate Group F, other than the Class IO IOF Certificates, and each Class of Subordinate Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Group F Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13)5.01(a) C. 12. The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (ii)(a) the amounts remaining after distributions pursuant to clauses (1) C.1 through (12) C.11. of Section 5.01(a) minus (b) the LIBOR Carryover Fund Deposit for such Distribution Date and (ii) any Net Rate Cap Carryover for such Distribution Date or, if no Net Rate Cap Carryover is payable on such Distribution Date, an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will be equal to $10,000. The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(145.01(a) C. 14. hereof. (c) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(155.01(a) C. 15. hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered CertificatesCertificate Group F, other than the Class IO IOF Certificates, and each Class of Subordinate Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement document shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13)5.01(a) C. 12. The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (ii)(a) the amounts remaining after distributions pursuant to clauses (1) C.1 through (12) C.11. of Section 5.01(a) minus (b) the LIBOR Carryover Fund Deposit for such Distribution Date and (ii) any Net Rate Cap Carryover for such Distribution Date or, if no Net Rate Cap Carryover is payable on such Distribution Date, an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will be equal to $10,000. The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(145.01(a) C. 14. hereof. (c) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(155.01(a) C. 15. hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, other than the Class IO Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller Depositor therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "“outside reserve fund" ” under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts amounts, if any, (i) received from the Cap Provider under the Interest Rate Cap Agreement, and (ii) from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13). The amount required to be deposited into the Net Rate Cap Fund from the Distribution Account on any Distribution Date (the "“Net Rate Cap Fund Deposit"”) will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) (x) any Net Rate Cap Carryover for such Distribution Date less (y) any amounts received by the Trustee pursuant to the Interest Rate Cap Agreement for such Distribution Date, or, if no Net Rate Cap Carryover is payable on such Distribution DateDate (or if the amount received from the Cap Provider for such Distribution Date exceeds all amounts of Net Rate Cap Carryover), an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will at all times be equal to $10,0005,000. The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(14) hereof. (c) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(15) hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, other than the Class IO Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller Depositor therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "“outside reserve fund" ” under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts amounts, if any, (i) received from the Cap Provider under the Interest Rate Cap Agreements, and (ii) from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13). The amount required to be deposited into the Net Rate Cap Fund from the Distribution Account on any Distribution Date (the "“Net Rate Cap Fund Deposit"”) will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) (x) any Net Rate Cap Carryover for such Distribution Date less (y) any amounts received by the Trustee pursuant to the Interest Rate Cap Agreements for such Distribution Date, or, if no Net Rate Cap Carryover is payable on such Distribution DateDate (or if the amount received from the Cap Provider for such Distribution Date exceeds all amounts of Net Rate Cap Carryover), an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will at all times be equal to $10,000. 5,000. (c) The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(14) hereofhereof in the following order: (i) first, to the Class A Certificates, from payments made under the Class A Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class A Certificates; (ii) second, to the Class M-1 Certificates, from payments made under the Class M-1 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-1 Certificates; (iii) third, to the Class A Certificates, from (1) payments made under the Class M-1 Interest Rate Cap Agreement to the extent not otherwise paid to the Class M-1 Certificates and then (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class A Certificates; (iv) fourth, to the Class M-1 Certificates, from (1) payments made under the Class A Interest Rate Cap Agreement to the extent not otherwise paid to the Class A Certificates and then (2) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-1 Certificates; (v) fifth, to the Class M-2 Certificates, from (1) payments made under the Interest Rate Cap Agreements, to the extent not otherwise paid to the Class A and Class M-1 Certificates from their respective Interest Rate Cap Agreements and then (2) remaining amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, the Net Rate Cap Carryover for the Class M-2 Certificates; and (vi) sixth, to the Class B Certificates, from (1) payments made under the Interest Rate Cap Agreements, to the extent not otherwise paid to the Class A and Class M-1 Certificates from their respective Interest Rate Cap Agreements or to the Class M-2 Certificates as provided above and then (2) remaining amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, the Net Rate Cap Carryover for the Class B Certificates. (cd) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (de) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(15) hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, other than the Class IO A-1F and Class A-2F Certificates and Certificateholders of each Class of Subordinate Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement document shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13)5.01(a) C. 12. The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (ii)(a) the amounts remaining after distributions pursuant to clauses (1) C.1 through (12) C.11. of Section 5.01(a) minus (b) the LIBOR Carryover Fund Deposit for such Distribution Date and (ii) any Net Rate Cap Carryover for such Distribution Date or, if no Net Rate Cap Carryover is payable on such Distribution Date, an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will be equal to $10,000. The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(145.01(a) C. 14. hereof. Further, to the extent a Class A-1F, Class A-2F or a Subordinate Certificate receives on a given Distribution Date a Class Interest Distribution exceeding the Class Interest Distribution which would have been received on such date had such amount been determined using the respective REMIC Certificate Rate (as defined -91- in Section 2.07(d)), such excess (the "REMIC WAC Excess") shall be deemed distributed with respect to the Class BIO Certificates on such Distribution Date for concurrent deposit into the Net Rate Cap Fund and immediate distribution therefrom to the applicable Certificateholder. (c) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(155.01(a) C. 15. hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee Securities Administrator shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, other than the Class IO Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee Securities Administrator by the Seller Depositor therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "“outside reserve fund" ” under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Securities Administrator and the Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee Securities Administrator shall deposit amounts amounts, (i) if any, received from the Cap Provider under the Group I Interest Rate Cap Agreement into the Net Rate Cap Fund, subject to the provisions of Section 5.08(b) hereof, and (ii) if necessary and to the extent available, from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13Sections 5.01(a)(i)(13) and 5.01(a)(ii)(18). The amount required to be deposited into the Net Rate Cap Fund from the Distribution Account on any Distribution Date (the "“Net Rate Cap Fund Deposit"”) will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1Sections 5.01(a)(i)(1) through (12) of and Section 5.01(a5.01(a)(ii)(1) through (17) and (ii) (x) the total amount of any Net Rate Cap Carryover for such Distribution Date less (y) the amount of any Net Rate Cap Carryover with respect to the Group I Certificates distributable to such Certificates on such Distribution Date from amounts received under the Group I Interest Rate Cap Agreement pursuant to (c)(i) below, or, if no Net Rate Cap Carryover is payable on such Distribution Date (or if the amount received from the Cap Provider for such Distribution Date exceeds the amount of Net Rate Cap Carryover distributable to the Group I Certificates on such Distribution Date), an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will at all times be equal to $10,000. 5,000. (c) The Trustee Securities Administrator shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Sections 5.01(a)(ii)(14) and 5.01(a)(ii)(19) hereof as follows: (i) first to the Group I Certificates, from amounts paid under the Group I Interest Rate Cap Agreement for such Distribution Date, the related Net Rate Cap Carryover as follows: first, concurrently, to the Class AV Certificates, pro rata based on the amount of Net Rate Cap Carryover due for each such Class, second to the Class MV-1 Certificates, third to the Class MV-2 Certificates, fourth to the Class MV-3 Certificates and fifth to the Class MV-4 Certificates; (ii) second, to the Class BIO Certificates, the excess of (x) amounts paid under the Group I Interest Rate Cap Agreement for such Distribution Date and (y) amounts distributable pursuant to clause (i) above; (iii) third, from amounts in the Net Rate Cap Fund deposited pursuant to Section 5.01(a)(145.01(a)(i)(14), the related Net Rate Cap Carryover as follows: first, concurrently, to the Class AV Certificates, pro rata based on the amount of Net Rate Cap Carryover due for each such Class, second to the Class MV-1 Certificates, third to the Class MV-2 Certificates, fourth to the Class MV-3 Certificates, fifth to the Class MV-4 Certificates, sixth, concurrently, to the Class AF Certificates, pro rata based on the amount of Net Rate Cap Carryover due for each such Class, seventh, to the Class MF-1 Certificates, eighth to the Class MF-2 Certificates, ninth to the Class MF-3 Certificates, tenth to the Class MF-4 Certificates, eleventh to the Class MF-5 Certificates, twelfth to the Class MF-6 Certificates, thirteenth to the Class MF-7 Certificates, fourteenth to the Class MF-8 Certificates and fifteenth to the Class MF-9 Certificates; provided, however, that (1) hereofany amounts distributed to the Group I Certificates pursuant to this clause (iii) shall be made after giving effect to the application of any distributions pursuant to clause (i) above on such Distribution Date and (2) any amounts distributed to the Group II Certificates pursuant to this clause (iii) shall be made after giving effect to the application of any distributions pursuant to clause (iv) below on such Distribution Date; (iv) fourth, from amounts in the Net Rate Cap Fund deposited pursuant to Section 5.01(a)(i)(19), the related Net Rate Cap Carryover as follows: first, concurrently, to the Class AF Certificates pro rata based on the amount of Net Rate Cap Carryover due for each such Class, second, to the Class MF-1 Certificates, third to the Class MF-2 Certificates, fourth to the Class MF-3 Certificates, fifth to the Class MF-4 Certificates, sixth to the Class MF-5 Certificates, seventh to the Class MF-6 Certificates, eighth to the Class MF-7 Certificates, ninth to the Class MF-8 Certificates, tenth to the Class MF-9 Certificates, eleventh, concurrently, to the Class AV Certificates, pro rata based on the amount of Net Rate Cap Carryover due for each such Class, twelfth to the Class MV-1 Certificates, thirteenth to the Class MV-2 Certificates, fourteenth to the Class MV-3 Certificates and fifteenth to the Class MV-4 Certificates; provided, however, that any amounts distributed to the Group I Certificates pursuant to this clause (iv) shall be made after giving effect to the application of any distributions pursuant to clause (iii) above on such Distribution Date; and (v) fifth, to the Class BIO Certificates, any remaining amounts. (cd) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee Securities Administrator in writing as to the investment of amounts therein. If no such written investment directions are received from the Class BIO Certificateholders, such funds shall remain uninvested. (de) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(15Sections 5.01(a)(i)(15) and 5.01(a)(ii)(20) hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, other than the Class IO A-6F Certificates and Certificateholders of each Class of Subordinate Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement document shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13)5.01(a) C. 11. The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (ii)(a) the amounts remaining after distributions pursuant to clauses (1) C.1 through (12) C.10 of Section 5.01(a) minus (b) the LIBOR Carryover Fund Deposit for such Distribution Date and (ii) any Net Rate Cap Carryover for such Distribution Date or, if no Net Rate Cap Carryover is payable on such Distribution Date, an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will be equal to $10,000. The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(145.01(a) C. 13 hereof. (c) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(155.01(a) C. 14 hereof.

Net Rate Cap Fund. (a) The Trustee will establish the Net Rate Cap Fund on the Closing Date. On the Closing Date, the Class C Certificateholders will deposit, or cause to be deposited, into the Net Rate Cap Fund $10,000. On each Distribution Date as to which there is a Net Rate Cap Carryover, the Trustee has been directed by the Class C Certificateholders to, and therefor will, deposit into the Net Rate Cap Fund the amounts described in Section 5.01(e)(7), rather than distributing such amounts to the Class C Certificateholders. On each such Distribution Date, the Trustee shall establish and maintain in its name, in trust hold all such amounts for the benefit of the Offered Certificates, other than the Class IO Certificates, the Net Rate Cap Fund Certificateholders and deposit therein the amount of $5,000 paid will distribute such amounts to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund Certificateholders pursuant to Section 5.01(a)(135.01(e)(7). The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) any Net Rate Cap Carryover for such Distribution Date or, if If no Net Rate Cap Carryover is payable on such a Distribution Date, the Trustee shall deposit into the Net Rate Cap Fund on behalf of the Class C Certificateholders an amount such that when added to other amounts already on deposit in the Net Rate Cap Fundfund, the aggregate amount on deposit therein will be is equal to $10,000. The Trustee shall make withdrawals from For federal and state income tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net Rate Cap Fund and all amounts deposited into the Net Rate Cap Fund (other than the initial $10,000 deposit) shall be treated as amounts distributed by REMIC III with respect to make distributions pursuant to Section 5.01(a)(14) hereof. (c) Funds the Class C Distribution Amount and Class C Carryforward Amount. Related amounts held in the Net Rate Cap Fund may and not distributable to any Offered Certificateholders on any Distribution Date will be invested by the Trustee in Eligible Investments. Any earnings investments designated in writing by the Class C Certificateholders having maturities on or prior to the next succeeding Distribution Date on which such related amounts will be distributable to the applicable Class of Certificateholders; provided, that, if no such designation is made by the Class C Certificateholders, all such amounts shall be payable to remain uninvested. Upon the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any or the payment in full of the Offered Certificateholders all amounts remaining on deposit in the Net Rate Cap Fund shall Fund, including any investment earnings therein, will be released from the lien of the Trust and distributed to the Class C Certificateholders or their designees. The Net Rate Cap Fund will be part of the Trust but not part of any REMIC Pool and any payments to the applicable Offered Certificateholders of related Net Rate Cap Carryover will not be payments with respect to a “regular interest” in a REMIC within the Class BIO Certificates in the same manner as if distributed pursuant to meaning of Code Section 5.01(a)(15) hereof860G(a)(1).

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, other than the Class IO Certificates, the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The For tax purposes, the Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates other than the Class IO Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13). The amount required to be deposited into the Net Rate Cap Fund on any Distribution Date (the "Net Rate Cap Fund Deposit") will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) any Net Rate Cap Carryover for such Distribution Date or, if no Net Rate Cap Carryover is payable on such Distribution Date, an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will be equal to $10,000. The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(14) hereof. (c) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (d) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(15) hereof.

Net Rate Cap Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Offered Certificates, Certificates (other than the Class A-IO Certificates), the Net Rate Cap Fund and deposit therein the amount of $5,000 paid to the Trustee by the Seller Depositor therefor. The Net Rate Cap 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. The Net Rate Cap Fund shall be treated as an "“outside reserve fund" ” under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Net Rate Cap Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Net Rate Cap Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On each Distribution Date, the Trustee shall deposit amounts amounts, if any, (i) received from the Cap Provider under the Interest Rate Cap Agreements, and (ii) from the Distribution Account to the Net Rate Cap Fund pursuant to Section 5.01(a)(13). The amount required to be deposited into the Net Rate Cap Fund from the Distribution Account on any Distribution Date (the "“Net Rate Cap Fund Deposit"”) will equal the lesser of (i) amounts remaining after distributions pursuant to clauses (1) through (12) of Section 5.01(a) and (ii) (x) any Net Rate Cap Carryover for such Distribution Date less (y) any amounts received by the Trustee pursuant to the Interest Rate Cap Agreements for such Distribution Date, or, if no Net Rate Cap Carryover is payable on such Distribution DateDate (or if the amount received from the Cap Provider for such Distribution Date exceeds all amounts of Net Rate Cap Carryover), an amount such that when added to other amounts already on deposit in the Net Rate Cap Fund, the aggregate amount on deposit therein will at all times be equal to $10,000. 5,000. (c) The Trustee shall make withdrawals from the Net Rate Cap Fund to make distributions pursuant to Section 5.01(a)(14) hereofhereof in the following order: (i) first, to the Class A Certificates, from payments made under the Class A Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class A Certificates; (ii) second, to the Class M-1 Certificates, from payments made under the Class M-1 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class M-1 Certificates; (iii) third, to the Class B-A Certificates, from payments made under the Class B-A Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class B-A Certificates; (iv) fourth, to the Class A Certificates, from (1) payments made under the Class M-1 Interest Rate Cap Agreement to the extent not otherwise paid to the Class M-1 Certificates, then from (2) payments made under the Class B-A Interest Rate Cap Agreement to the extent not otherwise paid to the Class B-A Certificates and then from (3) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class A Certificates; (v) fifth, to the Class M-1 Certificates, from (1) payments made under the Class A Interest Rate Cap Agreement to the extent not otherwise paid to the Class A Certificates, then from (2) payments made under the Class B-A Interest Rate Cap Agreement to the extent not otherwise paid to the Class B-A Certificates and then from (3) amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class M-1 Certificates; (vi) sixth, to the Class B-A Certificates, from (1) payments made under the Class A Interest Rate Cap Agreement to the extent not otherwise paid to the Class A Certificates, then from (2) payments made under the Class M-1 Interest Rate Cap Agreement to the extent not otherwise paid to the Class M-1 Certificates and then from (3) remaining amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate Cap Carryover for the Class B-A Certificates; (vii) seventh, to the Class M-2 Certificates, from (1) payments made under the Interest Rate Cap Agreements, to the extent not otherwise paid to the Class A, Class M-1 and Class B-A Certificates from their respective Interest Rate Cap Agreements and then (2) remaining amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, the Net Rate Cap Carryover for the Class M-2 Certificates; and (viii) eighth, to the Class B-F Certificates, from (1) payments made under the Interest Rate Cap Agreements, to the extent not otherwise paid to the Class A, Class M-1 and Class B-A Certificates from their respective Interest Rate Cap Agreements or to the Class M-2 Certificates as provided above and then (2) remaining amounts on deposit in the Net Rate Cap Fund other than amounts paid under the Interest Rate Cap Agreements, the Net Rate Cap Carryover for the Class B-F Certificates. (cd) Funds in the Net Rate Cap Fund may be invested in Eligible Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in writing as to the investment of amounts therein. (de) Upon termination of the Trust, any amounts remaining in the Net Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO Certificates in the same manner as if distributed pursuant to Section 5.01(a)(15) hereof.