Common use of Net WAC Reserve Fund; Yield Maintenance Agreement Clause in Contracts

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution Date. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a value of zero as of the Closing Date. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. (c) If any payments are owed to the Counterparty, the Depositor shall direct the Trustee to request and the Trustee shall request the Counterparty to furnish IRS Form W-8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the Code. (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Yield Maintenance Agreement; (iii) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the Rating Agencies to restore the ratings of the Offered Certificates; or (v) terminate the Yield Maintenance Agreement in accordance with its terms. (e) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(a)(3)(xxii).

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution Date. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a value of zero as of the Closing Datezero. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. (c) If any payments are owed to the CounterpartyCounterparty beginning with the Distribution Date in September 2005, the Depositor shall direct the Trustee to request and the Trustee shall request request, the Counterparty to furnish IRS Form W-8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the CodeTrustee. (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Yield Maintenance Agreement; (iii) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the Rating Agencies to restore the ratings of the Offered Certificates; or (v) terminate the Yield Maintenance Agreement in accordance with its terms. (e) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for For any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(a)(3)(xxii).

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Securities Administrator shall establish an account (the “Net WAC Reserve Fund”), which shall be an Eligible Account. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee Securities Administrator is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix4.01(a)(3)(xxxvi). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee Securities Administrator shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X C Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X C Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee Securities Administrator in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution DateDate as directed in writing by the Depositor. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X C Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a the value specified in Section 10.01(k) of zero as of the Closing Datethis Agreement. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. The Securities Administrator shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part On each Distribution Date, to the extent required following the distribution of the Trust Available Funds pursuant to Section 4.01 of this Agreement, the Securities Administrator will withdraw from amounts in the Net WAC Reserve Fund but not part to pay the LIBOR Certificates any Net WAC Rate Carryover Amounts in the following order of any REMIC. (c) If any payments are owed priority, in each case to the Counterparty, extent of amounts remaining in the Depositor shall direct the Trustee to request and the Trustee shall request the Counterparty to furnish IRS Form W-8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the Code.Net WAC Reserve Fund: (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations amounts paid under the Yield Maintenance Agreement; , as follows: (iiia) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory pro rata, to the Rating Agencies Class A Certificates, any related unpaid Net WAC Rate Carryover Amounts for such classes, based on their respective Cap Amounts, (b) pro rata, to restore the ratings Class A Certificates, any related unpaid Net WAC Rate Carryover Amounts for such classes, based on their remaining Net WAC Rate Carryover Amounts, (c) from and to the extent of the Offered Certificates; or (v) terminate amounts in respect of the Yield Maintenance Agreement Agreement, sequentially, to the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the Class M-10 Certificates and the Class M-11 Certificates, in accordance with its termsthat order, any related unpaid Net WAC Rate Carryover Amounts for such classes, (ii) from and to the extent of amounts remaining in the Net WAC Reserve Fund on such Distribution Date after giving effect to the distributions in Section 3.26(b)(i) above, as follows: (a) to the Class A Certificates, pro rata, any remaining unpaid Net WAC Rate Carryover Amount, and (b) sequentially, to the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates, Class M-10 Certificates and the Class M-11 Certificates, in that order, any related remaining unpaid Net WAC Rate Carryover Amount. (ec) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X C Certificates and shall be distributed to the Class X C Certificates pursuant to Section 4.01(a)(3)(xxii4.01(a)(3)(xxxvi). (d) The Seller, the Depositor and the Certificateholders by acceptance of their Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Yield Maintenance Agreement and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. The Trustee is hereby directed to represent and warrant to the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement that the beneficial owner for United States federal income tax purposes of payments made under the Yield Maintenance Agreements is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the "Regulations")) for United States federal income tax purposes.

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution Date. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a value of zero as of the Closing Datezero. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. (c) If any payments are owed to the CounterpartyCounterparty beginning with the Distribution Date in September 2005, the Depositor shall direct the Trustee to request and the Trustee shall request request, the Counterparty to furnish IRS Form W-8ECI W 8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the CodeTrustee. (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Yield Maintenance Agreement; (iii) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the Rating Agencies to restore the ratings of the Offered Certificates; or (v) terminate the Yield Maintenance Agreement in accordance with its terms. SECTION 3.27. [Reserved]. (e) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(a)(3)(xxii).

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Offered Certificates, the Trustee Trust Administrator is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Offered Certificates pursuant to Section 4.01(a)(3)(xix4.01(a)(3)(xxii). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee Trust Administrator shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X C Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X C Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee Trust Administrator in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution Date. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Offered Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X C Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Offered Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Offered Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a value of zero as of the Closing Datezero. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee Trust Administrator shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. (c) If any payments are owed to the Counterparty, the Depositor shall direct the Trustee to request and the Trustee shall request the Counterparty to furnish IRS Form W-8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the Code. (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Yield Maintenance Agreement; (iii) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the Rating Agencies to restore the ratings of the Offered Certificates; or (v) terminate the Yield Maintenance Agreement in accordance with its terms. (e) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(a)(3)(xxii).

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix4.01(a)(3)(xxiii). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution Date. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a value of zero as of the Closing Date. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement, including, but not limited to, amending the Yield Maintenance Agreement in accordance with its terms and as requested by the Counterparty to cure any ambiguity in or correct or supplement any provision of, the Yield Maintenance Agreement provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. (c) If any payments are owed to the Counterparty, the Depositor shall direct the Trustee to request and the Trustee shall request the Counterparty to furnish IRS Form W-8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the Code. (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Yield Maintenance Agreement; (iii) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the Rating Agencies to restore the ratings of the Offered Certificates; or (v) terminate the Yield Maintenance Agreement in accordance with its terms. (e) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(a)(3)(xxii4.01(a)(3)(xxiii).

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Securities Administrator shall establish and account (the “Net WAC Reserve Fund”), which shall be an Eligible Account. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee Securities Administrator is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix4.01(a)(3)(xxxiii). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee Securities Administrator shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X C Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X C Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee Securities Administrator in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution DateDate as directed in writing by the Depositor. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X C Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a the value specified in Section 10.01(l) of zero as of the Closing Datethis Agreement. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. The Securities Administrator shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part On each Distribution Date, to the extent required following the distribution of the Trust Available Funds pursuant to Section 4.01 of this Agreement, the Securities Administrator will withdraw from amounts in the Net WAC Reserve Fund but not part to pay the LIBOR Certificates any Net WAC Rate Carryover Amounts in the following order of any REMIC. (c) If any payments are owed priority, in each case to the Counterparty, extent of amounts remaining in the Depositor shall direct the Trustee to request and the Trustee shall request the Counterparty to furnish IRS Form W-8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the Code.Net WAC Reserve Fund: (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations amounts paid under the Yield Maintenance Agreement; , as follows: (iiia) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory pro rata, to the Rating Agencies Class A Certificates, any related unpaid Net WAC Rate Carryover Amounts for such classes, based on their respective Cap Amounts, (b) pro rata, to restore the ratings Class A Certificates, any related unpaid Net WAC Rate Carryover Amounts for such classes, based on their remaining Net WAC Rate Carryover Amounts, (c) from and to the extent of the Offered Certificates; or (v) terminate amounts in respect of the Yield Maintenance Agreement Agreement, sequentially, to the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates and the Class M-10 Certificates, in accordance with its termsthat order, any related unpaid Net WAC Rate Carryover Amounts for such classes, (ii) from and to the extent of amounts remaining in the Net WAC Reserve Fund on such Distribution Date after giving effect to the distributions in Section 3.26(b)(i) above, as follows: (a) to the Class A Certificates, pro rata, any remaining unpaid Net WAC Rate Carryover Amount, and (b) sequentially, to the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates and the Class M-10 Certificates, in that order, any related remaining unpaid Net WAC Rate Carryover Amount. (ec) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X C Certificates and shall be distributed to the Class X C Certificates pursuant to Section 4.01(a)(3)(xxii4.01(a)(3)(xxxiii). (d) The Seller, the Depositor and the Certificateholders by acceptance of their Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Yield Maintenance Agreement and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. The Trustee is hereby directed to represent and warrant to the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement that the beneficial owner for United States federal income tax purposes of payments made under the Yield Maintenance Agreements is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the "Regulations")) for United States federal income tax purposes.

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution Date. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a value of zero as of the Closing Datezero. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. (c) If any payments are owed to the CounterpartyCounterparty beginning with the Distribution Date in March 2005, the Depositor shall direct the Trustee to request and the Trustee shall request request, the Counterparty to furnish IRS Form W-8ECI W 8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the CodeTrustee. (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: , (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Yield Maintenance Agreement; (iii) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the Rating Agencies to restore the ratings of the Offered Certificates; or (v) terminate the Yield Maintenance Agreement in accordance with its terms. (e) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(a)(3)(xxii).

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution Date. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a value of zero as of the Closing Date. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. (c) If any payments are owed to the Counterparty, the Depositor shall direct the Trustee to request and the Trustee shall request the Counterparty to furnish IRS Form W-8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the Code. (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Yield Maintenance Agreement; (iii) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the Rating Agencies to restore the ratings of the Offered Certificates; or (v) terminate the Yield Maintenance Agreement in accordance with its terms. (e) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Principal Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(a)(3)(xxii).

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Securities Administrator shall establish and account (the “Net WAC Reserve Fund”), which shall be an Eligible Account. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee Securities Administrator is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix4.01(a)(3)(xxxiii). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee Securities Administrator shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X C Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X C Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee Securities Administrator in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution DateDate as directed in writing by the Depositor. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X C Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a the value specified in Section 10.01(l) of zero as of the Closing Datethis Agreement. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. The Securities Administrator shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part On each Distribution Date, to the extent required following the distribution of the Trust Available Funds pursuant to Section 4.01 of this Agreement, the Securities Administrator will withdraw from amounts in the Net WAC Reserve Fund but not part to pay the LIBOR Certificates any Net WAC Rate Carryover Amounts in the following order of any REMIC. (c) If any payments are owed priority, in each case to the Counterparty, extent of amounts remaining in the Depositor shall direct the Trustee to request and the Trustee shall request the Counterparty to furnish IRS Form W-8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the Code.Net WAC Reserve Fund: (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations amounts paid under the Yield Maintenance Agreement; , as follows: (iiia) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory pro rata, to the Rating Agencies Class A Certificates, any related unpaid Net WAC Rate Carryover Amounts for such classes, (b) from and to restore the ratings extent of the Offered Certificates; or (v) terminate amounts in respect of the Yield Maintenance Agreement Agreement, sequentially, to the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates and the Class M-10 Certificates, in accordance with its termsthat order, any related unpaid Net WAC Rate Carryover Amounts for such classes, (ii) from and to the extent of amounts remaining in the Net WAC Reserve Fund on such Distribution Date after giving effect to the distributions in Section 3.26(b)(i) above, as follows: (a) to the Class A Certificates, pro rata, any remaining unpaid Net WAC Rate Carryover Amount, and (b) sequentially, to the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates and the Class M-10 Certificates, in that order, any related remaining unpaid Net WAC Rate Carryover Amount. (ec) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X C Certificates and shall be distributed to the Class X C Certificates pursuant to Section 4.01(a)(3)(xxii4.01(a)(3)(xxxiii). (d) The Seller, the Depositor and the Certificateholders by acceptance of their Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Yield Maintenance Agreement and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. The Trustee is hereby directed to represent and warrant to the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement that the beneficial owner for United States federal income tax purposes of payments made under the Yield Maintenance Agreements is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the "Regulations")) for United States federal income tax purposes.

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix4.01(a)(3)(xvi). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution Date. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a value of zero as of the Closing Datezero. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. (c) If any payments are owed to the CounterpartyCounterparty beginning with the Distribution Date in March 2005, the Depositor shall direct the Trustee to request and the Trustee shall request request, the Counterparty to furnish IRS Form W-8ECI W 8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the CodeTrustee. (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the CounterpartyTrustee, shallshall within 30 days after notice to the Trustee of the reduction or withdrawal of the credit rating, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Yield Maintenance Agreement; (iii) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the Rating Agencies to restore the ratings of the Offered Certificates; or (v) terminate the Yield Maintenance Agreement in accordance with its terms. (e) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(a)(3)(xxii).

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix4.01(a)(3)(xxvii). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of $1,000 on any Distribution Date after giving effect to the Required payment of any Net WAC Reserve Fund Deposit Rate Carryover Amount on any such Distribution Date shall be distributed to the Class X Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution Date. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a the value specified in Section 10.01(l) of zero as of the Closing Datethis Agreement. (b) The Depositor hereby directs the Trustee, Trustee to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement, including, but not limited to, amending the Yield Maintenance Agreement in accordance with its terms and as requested by the Counterparty to cure any ambiguity in or correct or supplement any provision of, the Yield Maintenance Agreement provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Depositor hereby authorizes and directs the Trustee to ratify on behalf of the Trust, as the Trust’s own actions, the terms agreed to by the Depositor in relation to the Yield Maintenance Agreement, as reflected in the Yield Maintenance Agreement, and the Trustee hereby so ratifies the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. The Trustee shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part On each Distribution Date, to the extent required following the distribution of the Trust Available Distribution Amount pursuant to Section 4.01 of this Agreement, the Trustee will withdraw from amounts in the Net WAC Reserve Fund but not part to pay the LIBOR Certificates any Net WAC Rate Carryover Amounts in the following order of priority, in each case to the extent of amounts remaining in the Net WAC Reserve Fund: (i) to the Class A1, Class A2 and Class A3 Certificates, any REMICrelated unpaid Net WAC Rate Carryover Amounts for such Classes; and (ii) sequentially, to the Class M1 Certificates, the Class M2 Certificates, the Class M3 Certificates, the Class M4 Certificates, the Class M5 Certificates, the Class M6 Certificates, the Class M7 Certificates and the Class M8 Certificates, in that order, any related unpaid Net WAC Rate Carryover Amounts for such Classes. (c) If any payments are owed to the Counterparty, the Depositor shall direct the Trustee to request and the Trustee shall request the Counterparty to furnish IRS Form W-8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the Code. (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Yield Maintenance Agreement; (iii) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the Rating Agencies to restore the ratings of the Offered Certificates; or (v) terminate the Yield Maintenance Agreement in accordance with its terms[Reserved]. (e) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(a)(3)(xxii4.01(a)(3)(xxvii).

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates or Class A2-B Certificates, the Trustee is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution Date. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates or Class A2-B Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates or Class A2-B Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a value of zero as of the Closing Datezero. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. (c) If any payments are owed to the CounterpartyCounterparty beginning with the Distribution Date in September 2005, the Depositor shall direct the Trustee to request and the Trustee shall request request, the Counterparty to furnish IRS Form W-8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the CodeTrustee. (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Yield Maintenance Agreement; (iii) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the Rating Agencies to restore the ratings of the Offered Certificates; or (v) terminate the Yield Maintenance Agreement in accordance with its terms. SECTION 3.27. [Reserved]. (e) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(a)(3)(xxii).

Net WAC Reserve Fund; Yield Maintenance Agreement. (a) On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund, $1,000. On each Distribution Date as to which there is Net WAC Rate Carryover Amount for any Class of LIBOR Certificates, the Trustee is hereby directed to, and shall therefore, deposit into the Net WAC Reserve Fund an amount equal to the Net WAC Rate Carryover Amount for each affected Class of LIBOR Certificates pursuant to Section 4.01(a)(3)(xix). If no Net WAC Rate Carryover Amount is payable on a Distribution Date, the Trustee shall deposit into the Net WAC Reserve Fund the Required Net WAC Reserve Fund Deposit. For federal and state income tax purposes, the Class X Certificateholders will be deemed to be the owners of the Net WAC Reserve Fund and all amounts deposited into the Net WAC Reserve Fund. Any monies held in the Net WAC Reserve Fund in excess of the Required Net WAC Reserve Fund Deposit on any Distribution Date shall be distributed to the Class X Certificateholders. Amounts held in the Net WAC Reserve Fund and not distributed on any Distribution Date will be invested by the Trustee in investments identified in clause (f) of the definition of Permitted Investments having maturities on or prior to the next succeeding Distribution Date. All income and gain earned upon such investment shall be deposited into the Net WAC Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Net WAC Reserve Fund will be distributed to the Class X Certificateholders or their designees. The Net WAC Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned a value of zero as of the Closing Datezero. (b) The Depositor hereby directs the Trustee, to execute and deliver on behalf of the Trust the Yield Maintenance Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Yield Maintenance Agreement. On the Closing Date, the Trustee shall enter into the Yield Maintenance Agreement, on behalf of the Trust, with the Counterparty. The Trustee shall deposit all amounts received with respect to the Yield Maintenance Agreement in the Net WAC Reserve Fund. The Yield Maintenance Agreement shall be part of the Trust Fund but not part of any REMIC. (c) If any payments are owed to the CounterpartyCounterparty beginning with the Distribution Date in July 2005, the Depositor shall direct the Trustee to request and the Trustee shall request request, the Counterparty to furnish IRS Form W-8ECI W 8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the CodeTrustee. (d) If the Counterparty no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies (a “Counterparty Rating Agency Downgrade”), the Counterparty, shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, at the Counterparty’s expense: (i) obtain a replacement Yield Maintenance Agreement with terms comparable to that of the replaced Yield Maintenance Agreement and with a counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating categories from at least one of the Rating Agencies rating the Certificates; (ii) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies to honor the Counterparty’s obligations under the Yield Maintenance Agreement; (iii) cause the Counterparty to post xxxx-to-market collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Offered Certificates; (iv) establish any other arrangement satisfactory to the Rating Agencies to restore the ratings of the Offered Certificates; or (v) terminate the Yield Maintenance Agreement in accordance with its terms. SECTION 3.27. [Reserved]. (e) Notwithstanding anything in subsection (b) of Section 3.26 to the contrary, for any Distribution Date on which there is a payment under the Yield Maintenance Agreement based on a notional balance in excess of the aggregate Class Certificate Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(a)(3)(xxii).