Common use of Net WAC Shortfall Reserve Fund Clause in Contracts

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class A, Class M and Class B Certificates, the Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor shall deposit into the Net WAC Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund Deposit. On each Distribution Date as to which there is a Net WAC Shortfall Amount payable to any Class of Class A, Class M and Class B Certificates, the Trustee shall deposit the amounts distributable pursuant to clause (v) of Section 4.01(e) into the Net WAC Shortfall Reserve Fund, and the Trustee has been directed by the Holders of the Class C Certificates to distribute amounts then on deposit in the Net WAC Shortfall Reserve Fund to the Holders of the Class A, Class M and Class B Certificates in respect of the Net WAC Shortfall Amounts in the priorities set forth in clause (v) of Section 4.01(e). Any amount paid to the Holders of any Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from amounts distributable pursuant to clause (v) of Section 4.01(e) shall be treated as distributed to the Holders of the Class C Certificates and paid by such Holders to the Holders of such Class A, Class M and Class B Certificates. Any payments to the Holders of the Class A, Class M and Class B Certificates in respect of Net WAC Shortfall Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). (b) The Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Net WAC Shortfall Reserve Fund. The Holders of the Class C Certificates shall be the beneficial owners of the Net WAC Shortfall Reserve Fund, pro rata, subject to the power of the Trustee to transfer amounts under Section 4.01. Amounts in the Net WAC Shortfall Reserve Fund shall, at the written direction of the Holders of the Class C Certificates be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. In the absence of such written direction, all funds in the Net WAC Shortfall Reserve Fund shall remain uninvested. All net income and gain from such investments shall be distributed to the Holders of the Class C Certificates, pro rata, not as a distribution in respect of any interest in any REMIC, on each such Distribution Date. All amounts earned on amounts on deposit in the Net WAC Shortfall Reserve Fund shall be taxable to the Holders of the Class C Certificates. Any losses on such investments shall be deposited in the Net WAC Shortfall Reserve Fund by the Holders of the Class C Certificates, pro rata, out of their own funds immediately as realized.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class A, Class M and Class B Certificates, the Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor shall deposit into the Net WAC Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund Deposit. On each Distribution Date as to which there is a Net WAC Shortfall Amount payable to any Class of Class A, Class M and Class B Certificates, the Trustee shall deposit the amounts distributable pursuant to clause (viv) of Section 4.01(e) into the Net WAC Shortfall Reserve Fund, and the Trustee has been directed by the Holders of the Class C Certificates to distribute amounts then on deposit in the Net WAC Shortfall Reserve Fund to the Holders of the Class A, Class M and Class B Certificates in respect of the Net WAC Shortfall Amounts in the priorities set forth in clause (viv) of Section 4.01(e). Any amount paid to the Holders of any Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from amounts distributable pursuant to clause (viv) of Section 4.01(e) shall be treated as distributed to the Holders of the Class C Certificates and paid by such Holders to the Holders of such Class A, Class M and Class B Certificates. Any payments to the Holders of the Class A, Class M and Class B Certificates in respect of Net WAC Shortfall Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). (b) The Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Net WAC Shortfall Reserve Fund. The Holders of the Class C Certificates shall be the beneficial owners of the Net WAC Shortfall Reserve Fund, pro rata, subject to the power of the Trustee to transfer amounts under Section 4.01. Amounts in the Net WAC Shortfall Reserve Fund shall, at the written direction of the Holders of the Class C Certificates be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. In the absence of such written direction, all funds in the Net WAC Shortfall Reserve Fund shall remain uninvested. All net income and gain from such investments shall be distributed to the Holders of the Class C Certificates, pro rata, Certificates not as a distribution in respect of any interest in any REMIC, on each such Distribution Date. All amounts earned on amounts on deposit in the Net WAC Shortfall Reserve Fund shall be taxable to the Holders of the Class C Certificates. Any losses on such investments shall be deposited in the Net WAC Shortfall Reserve Fund by the Holders of the Class C Certificates, pro rata, Certificates out of their own funds immediately as realized.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class A, Class M and Class B Offered Certificates, the Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor shall deposit into the Net WAC Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund Deposit. . (b) On each Distribution Date as Date, to which there is a Net WAC Shortfall Amount payable to any Class of Class A, Class M and Class B Certificatesthe extent required, the Trustee shall deposit the amounts distributable pursuant to clause (v) of Section 4.01(e) into the Net WAC Shortfall Reserve Fund, and the Trustee has been directed by the Holders of the Class C Certificates to distribute amounts then on deposit in make withdrawals from the Net WAC Shortfall Reserve Fund to the Holders extent of any Net Swap Payment received form the Class A, Class M Swap Administrator and Class B Certificates distribute such amounts in respect of accordance with the Net WAC Shortfall Amounts in the priorities manner and priority as set forth in clause (vSection 4.01(g) of Section 4.01(e). Any amount paid to the Holders of any Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from amounts distributable pursuant to clause (v) of Section 4.01(e) shall be treated as distributed to the Holders of the Class C Certificates and paid by such Holders to the Holders of such Class A, Class M and Class B Certificates. Any payments to the Holders of the Class A, Class M and Class B Certificates in respect of Net WAC Shortfall Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1)hereof. (bc) The On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and amounts specified pursuant to Sections 4.01(e)(v). On each Distribution Date, to the extent required, the Trustee shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of make withdrawals from the Net WAC Shortfall Reserve Fund. The Holders of Fund and use the Class C Certificates shall be the beneficial owners of amounts in the Net WAC Shortfall Reserve Fund, pro rataother than amounts received from the Swap Administrator, subject to make distributions to the power Offered Certificates, in an amount equal to the amount of the Trustee to transfer amounts under Section 4.01. Amounts in the any Net WAC Shortfall Reserve Fund shall, at the written direction of the Holders of the Class C Certificates be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution DateAmount on such Certificates. In the absence of Any such written direction, all funds in the Net WAC Shortfall Reserve Fund shall remain uninvested. All net income and gain from such investments amounts shall be distributed to the Certificates in the order of priority set forth in Section 4.01(e)(v) hereof. Any such amounts transferred shall be treated for federal tax purposes as amounts distributed by REMIC 2 to the Holders of the Class C Certificates, pro rata, not as a distribution in respect of any interest in any REMIC, on each such Distribution Date. (d) The Net WAC Shortfall Reserve Fund shall be an Eligible Account. All amounts earned on amounts on deposit Amounts held in the Net WAC Shortfall Reserve Fund from time to time shall be taxable continue to the Holders constitute assets of the Class C Certificates. Any losses on such investments shall be deposited in Trust Fund, but not of the REMICs, until released from the Net WAC Shortfall Reserve Fund by the Holders of the Class C Certificates, pro rata, out of their own funds immediately as realizedpursuant to this Section 4.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class A, Class M and Class B Offered Certificates, the Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor shall deposit into the Net WAC Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund Deposit. . (b) On each Distribution Date as Date, to which there is a Net WAC Shortfall Amount payable to any Class of Class A, Class M and Class B Certificatesthe extent required, the Trustee shall deposit the amounts distributable pursuant to clause (v) of Section 4.01(e) into the Net WAC Shortfall Reserve Fund, and the Trustee has been directed by the Holders of the Class C Certificates to distribute amounts then on deposit in make withdrawals from the Net WAC Shortfall Reserve Fund to the Holders extent of any Net Swap Payment received form the Class ASwap Administrator and distribute such amounts in accordance with the manner and priority as set forth in Section 4.01(g) hereof. (c) On each Distribution Date, Class M and Class B Certificates in respect of the Trustee shall transfer from the Certificate Account to the Net WAC Shortfall Amounts Reserve Fund the amounts specified pursuant to Sections 4.01(e)(v). On each Distribution Date, to the extent required, the Trustee shall make withdrawals from the Net WAC Shortfall Reserve Fund and use the amounts in the priorities Net WAC Shortfall Reserve Fund, other than amounts received from the Swap Administrator, to make distributions to the Offered Certificates, in an amount equal to the amount of any Net WAC Shortfall Amount on such Certificates. Any such amounts shall be distributed to the Certificates in the order of priority set forth in clause (vSection 4.01(e)(v) of Section 4.01(e)hereof. Any amount paid to the Holders of any Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from such amounts distributable pursuant to clause (v) of Section 4.01(e) transferred shall be treated for federal tax purposes as amounts distributed by REMIC 2 to the Holders of the Class C Certificates and paid by such Holders to the Holders of such Class A, Class M and Class B Certificates. Any payments to the Holders of the Class A, Class M and Class B Certificates in respect of Net WAC Shortfall Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). (bd) The Net WAC Shortfall Reserve Fund is shall be an Eligible Account. Amounts held in the Net WAC Shortfall Reserve Fund from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Net WAC Shortfall Reserve Fund pursuant to this Section 4.08. The Net WAC Shortfall Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation Section § 1.860G-2(h) and shall be an asset of the Trust Fund but is not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Net WAC Shortfall Reserve Fund. The Holders of the Class C Certificates shall be the beneficial owners owner of the Net WAC Shortfall Reserve Fund, pro rata, subject to . The Trustee shall keep records that accurately reflect the power of the Trustee to transfer amounts under Section 4.01. Amounts funds on deposit in the Net WAC Shortfall Reserve Fund Fund. The Trustee shall, at the written direction of the Holders of the Majority Class C Certificates be invested Certificateholder, invest amounts on deposit in the Net WAC Shortfall Reserve Fund in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution DateInvestments. In the absence of such written directiondirection to the Trustee from the Majority Class C Certificateholder, all funds in the Net WAC Shortfall Reserve Fund shall remain uninvested. All net income and gain from such investments On each Distribution Date, the Trustee shall be distributed distribute, not in respect of any REMIC, any interest earned on the Net WAC Shortfall Reserve Fund to the Holders of the Class C Certificates, pro rata, not as a distribution in respect of any interest in any REMIC, on each such Distribution Date. All amounts earned on amounts on deposit in the Net WAC Shortfall Reserve Fund shall be taxable to the Holders of the Class C Certificates. Any losses on such investments shall be deposited in the Net WAC Shortfall Reserve Fund by the Holders of the Class C Certificates, pro rata, out of their own funds immediately as realized.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class A Certificates (other than the Class A-IO Certificates), the Class M Certificates and Class B Certificates, the Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor Company shall deposit into the Net WAC Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund Deposit. . (b) On each Distribution Date as to which there is a Net WAC Shortfall Amount payable to any Class of Class A, Class M and Class B CertificatesDate, the Trustee shall deposit transfer from the amounts distributable pursuant Certificate Account to clause (v) of Section 4.01(e) into the Net WAC Shortfall Reserve FundFund the amounts specified pursuant to Sections 4.01(d)(viii). On each Distribution Date, and to the extent required, the Trustee has been directed by shall make withdrawals from the Holders of Net WAC Shortfall Reserve Fund and use the Class C Certificates to distribute amounts then on deposit in the Net WAC Shortfall Reserve Fund to make distributions to the Holders of Class A Certificates (other than the Class A-IO Certificates), the Class M Certificates and Class B Certificates Certificates, in respect an amount equal to the amount of the any Net WAC Shortfall Amounts in the priorities set forth in clause (v) of Section 4.01(e)Amount on such Certificates. Any amount paid such amounts shall be distributed first, to such Class A Certificates on a pro rata basis, based on the related Net WAC Shortfall Amount thereon, and then to the Holders of any Class AM-1, Class M M-2 and Class B Certificates pursuant to Certificates, in that order, in each case until the preceding sentence in respect of related Net WAC Shortfall Amounts from Amount has been reduced to zero. Any such amounts distributable pursuant to clause (v) of Section 4.01(e) transferred shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Holders of the Class C Certificates and paid by such Holders to the Holders of such Class A, Class M and Class B Certificates. Any payments to On the Holders of 30th Distribution Date, after the Class Adistributions described in the preceding sentence, Class M and Class B Certificates in respect of Net WAC Shortfall Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). (b) The Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Net WAC Shortfall Reserve Fund. The Holders of the Class C Certificates shall be the beneficial owners of the Net WAC Shortfall Reserve Fund, pro rata, subject to the power of the Trustee to transfer amounts under Section 4.01. Amounts in shall withdraw from the Net WAC Shortfall Reserve Fund shall, at the written direction of the Holders of the Class C Certificates be invested in Permitted Investments that mature no later than the Business Day prior (to the next succeeding Distribution Date. In the absence extent of such written direction, all funds in the Net WAC Shortfall Reserve Fund shall remain uninvested. All net income available on deposit therein) any remaining amounts and gain from such investments shall be distributed distribute them to the Holders of the Class C Certificates, pro rata, not as a distribution in respect of any interest in any REMIC, on each such Distribution Date. (c) The Net WAC Shortfall Reserve Fund shall be an Eligible Account. All amounts earned on amounts on deposit Amounts held in the Net WAC Shortfall Reserve Fund from time to time shall be taxable continue to the Holders constitute assets of the Class C Certificates. Any losses on such investments shall be deposited in Trust Fund, but not of the REMICs, until released from the Net WAC Shortfall Reserve Fund by the Holders of the Class C Certificates, pro rata, out of their own funds immediately as realizedpursuant to this Section 4.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class A, Class M A Certificates and Class B the Subordinate Certificates, the Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor shall deposit into the Net WAC Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund Deposit. On The Trustee shall deposit in the Net WAC Shortfall Reserve Fund all payments received from the Supplemental Interest Trust that are payable to the Trust Fund under Sections 4.01(n)(iv) and (o)(iv) from amounts under the Interest Rate Swap Agreements, and on each Distribution Date, the Trustee shall remit such amounts received from the Supplemental Interest Trust to the Holders of the related Offered Certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) in the manner provided in those Sections. In addition, on each Distribution Date as to which there is a Net WAC Shortfall Amount with respect to any Loan Group payable to any Class of Class A, Class M and Class B Offered Certificates, the Trustee shall deposit the amounts distributable pursuant to clause (v) of Section 4.01(e4.01(l) or clause (v) of Section 4.01(m), as applicable, into the Net WAC Shortfall Reserve Fund, and the Trustee has been directed by the Holders of the related Class C Certificates to distribute amounts then on deposit in the Net WAC Shortfall Reserve Fund to the Holders of the Class A, Class M and Class B Certificates in respect of the Net WAC Shortfall Amounts Amount with respect to each Loan Group to the Holders of the related Offered Certificates in the priorities set forth in clause (v) of Section 4.01(e4.01(l) or clause (v) of Section 4.01(m), as applicable. Any amount paid to the Holders of any Class A, Class M and Class B Offered Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from amounts distributable pursuant to clause (v) of Section 4.01(e4.01(l) or clause (v) of Section 4.01(m), as applicable, shall be treated as distributed to the Holders of the related Class C Certificates in respect of the related Class C Certificates and paid by such Holders to the Holders of such Class A, Class M and Class B Offered Certificates. Any payments to the Holders of the Class A, Class M and Class B Offered Certificates in respect of Net WAC Shortfall Amounts Amounts, whether pursuant to the second preceding sentence or pursuant to Sections 4.01(n)(iv) and (o)(iv) shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). (b) The Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Net WAC Shortfall Reserve Fund. The Holders of the Class C C-R Certificates and the Holders of the Class C-M Certificates shall be the beneficial owners of the Net WAC Shortfall Reserve Fund, pro rataratably based on the amounts otherwise distributable to each such Holder deposited into the Net WAC Shortfall Reserve Fund pursuant to clause (v) of Section 4.01(l) and clause (v) of Section 4.01(m), respectively, in each case subject to the power of the Trustee to transfer amounts under Section 4.01. Amounts in the Net WAC Shortfall Reserve Fund shall, at the written direction of the Holders of the Class C Certificates Certificates, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. In the absence of such written direction, all funds in the Net WAC Shortfall Reserve Fund shall remain uninvested. All net income and gain from such investments shall be distributed to the Holders of the Class C Certificates, pro rata, not as a distribution in respect of any interest in any REMIC, on each such Distribution Date. All amounts earned on amounts on deposit in the Net WAC Shortfall Reserve Fund shall be taxable to the Holders of the Class C Certificates. Any losses on such investments shall be deposited in the Net WAC Shortfall Reserve Fund by the Holders of the Class C Certificates, pro rata, out of their own funds immediately as realized.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class A, Class M A Certificates and Class B the Mezzanine Certificates, the Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor Company shall deposit into the Net WAC Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund Deposit. On each Distribution Date as to which there is a Net WAC Shortfall Amount payable to any Class of Class A, Class M and Class B Certificates, the The Trustee shall deposit the amounts distributable pursuant to clause (v) demand payment of Section 4.01(e) into the Net WAC Shortfall Reserve Fund, and the Trustee has been directed all money payable by the Holders of Corridor Contract Provider under the Class C Certificates to distribute amounts then on related Corridor Contract. The Trustee shall deposit in the Net WAC Shortfall Reserve Fund to the Holders of the Class A, Class M and Class B Certificates in respect of the Net WAC Shortfall Amounts in the priorities set forth in clause (v) of Section 4.01(e). Any amount paid to the Holders of any Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from amounts distributable pursuant to clause (v) of Section 4.01(e) shall be treated as distributed to the Holders of the Class C Certificates and paid by such Holders to the Holders of such Class A, Class M and Class B Certificates. Any payments to the Holders of the Class A, Class M and Class B Certificates in respect of Net WAC Shortfall Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1)related Corridor Contract Payment Amounts. (b) The Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Net WAC Shortfall Reserve Fund. The Holders of the Class C Certificates shall be the beneficial owners of the Net WAC Shortfall Reserve FundOn each Distribution Date, pro rata, subject to the power of extent required, the Trustee to transfer amounts under Section 4.01. Amounts in shall make withdrawals from the Net WAC Shortfall Reserve Fund shallto the extent of any Corridor Contract Payment Amounts and distribute such amounts first, at the written direction of to the Holders of the related Class C A Certificates be invested in Permitted Investments that mature no later than the Business Day prior and Mezzanine Certificates, PRO RATA, to the next succeeding Distribution Date. In the absence extent of such written direction, all funds in the any related Net WAC Shortfall Reserve Fund shall remain uninvested. All net income Amount on such Certificates and gain from such investments shall be distributed second, to the Holders of the Class C Certificates, pro rata, not as a distribution in respect of any interest in any REMIC, on . (c) On each such Distribution Date, the Trustee shall transfer from the Certificate Account to the Net WAC Shortfall Reserve Fund the amounts specified pursuant to Sections 4.01(f)(iv). All On each Distribution Date, to the extent required, the Trustee shall make withdrawals from the Net WAC Shortfall Reserve Fund and use the amounts earned on amounts on deposit in the Net WAC Shortfall Reserve Fund Fund, other than amounts received from the Corridor Contract Provider, to make distributions to the Class A Certificates and the Mezzanine Certificates, in an amount equal to the amount of any Net WAC Shortfall Amount on such Certificates. Any such amounts shall be taxable distributed to the Class A Certificates and Mezzanine Certificates, in the order described above, in each case until the related Net WAC Shortfall Amount has been reduced to zero. Any such amounts transferred shall be treated for federal tax purposes as amounts distributed by REMIC 2 to the Holders of the Class C Interest and further distributed by REMIC 3 to the Holders of the Class C Certificates. Any losses on such investments . (d) The Net WAC Shortfall Reserve Fund shall be deposited an Eligible Account. Amounts held in the Net WAC Shortfall Reserve Fund by the Holders from time to time shall continue to constitute assets of the Class C CertificatesTrust Fund, pro ratabut not of the REMICs, out of their own funds immediately as realizeduntil released from the Net WAC Shortfall Reserve Fund pursuant to this Section 4.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee Securities Administrator shall establish and maintain in its name, in trust for the benefit of Class A, Class M A Certificates and Class B the Mezzanine Certificates, the Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor Company shall deposit into the Net WAC Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund Deposit. On each Distribution Date as to which there is a Net WAC Shortfall Amount The Securities Administrator shall demand payment of all money payable to any Class of Class A, Class M and Class B Certificates, the Trustee shall deposit the amounts distributable pursuant to clause (v) of Section 4.01(e) into the Net WAC Shortfall Reserve Fund, and the Trustee has been directed by the Holders of Corridor Contract Provider under the Class C Certificates to distribute amounts then on related Corridor Contract. The Securities Administrator shall deposit in the Net WAC Shortfall Reserve Fund to the Holders of the Class A, Class M and Class B Certificates in respect of the Net WAC Shortfall Amounts in the priorities set forth in clause (v) of Section 4.01(e). Any amount paid to the Holders of any Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from amounts distributable pursuant to clause (v) of Section 4.01(e) shall be treated as distributed to the Holders of the Class C Certificates and paid by such Holders to the Holders of such Class A, Class M and Class B Certificates. Any payments to the Holders of the Class A, Class M and Class B Certificates in respect of Net WAC Shortfall Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1)related Corridor Contract Payment Amounts. (b) The Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Net WAC Shortfall Reserve Fund. The Holders of the Class C Certificates shall be the beneficial owners of the Net WAC Shortfall Reserve FundOn each Distribution Date, pro rata, subject to the power of extent required, the Trustee to transfer amounts under Section 4.01. Amounts in Securities Administrator shall make withdrawals from the Net WAC Shortfall Reserve Fund shallto the extent of any Corridor Contract Payment Amounts and distribute such amounts first, at the written direction of to the Holders of the related Class C A Certificates be invested in Permitted Investments that mature no later than the Business Day prior and Mezzanine Certificates, PRO RATA, to the next succeeding Distribution Date. In the absence extent of such written direction, all funds in the any related Net WAC Shortfall Reserve Fund shall remain uninvested. All net income Amount on such Certificates and gain from such investments shall be distributed second, to the Holders of the Class C Certificates, pro rata, not as a distribution in respect of any interest in any REMIC, on . (c) On each such Distribution Date, the Securities Administrator shall transfer from the Certificate Account to the Net WAC Shortfall Reserve Fund the amounts specified pursuant to Sections 4.01(e)(vi). All On each Distribution Date, to the extent required, the Securities Administrator shall make withdrawals from the Net WAC Shortfall Reserve Fund and use the amounts earned on amounts on deposit in the Net WAC Shortfall Reserve Fund Fund, other than amounts received from the Corridor Contract Provider, to make distributions to the Class A Certificates and the Mezzanine Certificates, in an amount equal to the amount of any Net WAC Shortfall Amount on such Certificates. Any such amounts shall be taxable distributed to the Class A Certificates and Mezzanine Certificates, in the order described above, in each case until the related Net WAC Shortfall Amount has been reduced to zero. Any such amounts transferred shall be treated for federal tax purposes as amounts distributed by REMIC 2 to the Holders of the Class C Certificates. Any losses on such investments . (d) The Net WAC Shortfall Reserve Fund shall be deposited an Eligible Account. Amounts held in the Net WAC Shortfall Reserve Fund by the Holders from time to time shall continue to constitute assets of the Class C CertificatesTrust Fund, pro ratabut not of the REMICs, out of their own funds immediately as realizeduntil released from the Net WAC Shortfall Reserve Fund pursuant to this Section 4.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Class A, Class M and Class B 1-A Certificates, the Subordinate Certificates and the Class 1-C Certificates, the Group 1 Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor shall deposit into the Group 1 Net WAC Shortfall Reserve Fund an amount equal to the Group 1 Net WAC Shortfall Reserve Fund Deposit. On The Trustee shall deposit in the Group 1 Net WAC Shortfall Reserve Fund all payments received from the Group 1 Supplemental Interest Trust that are payable to the Trust Fund under Section 4.01(n)(iv) from amounts under the Group 1 Interest Rate Swap Agreement and Group 1 Cap Contracts, and on each Distribution Date, the Trustee shall remit such amounts received from the Group 1 Supplemental Interest Trust to the Holders of the related Class 1-A Certificates and Subordinate Certificates in the manner provided in that Section. In addition, on each Distribution Date as to which there is a Group 1 Net WAC Shortfall Amount with respect to Loan Group 1 payable to any Class of Class A, Class M 1-A Certificates and Class B Subordinate Certificates, the Trustee shall deposit the amounts distributable pursuant to clause (vvii) of Section 4.01(e4.01(l) into the Group 1 Net WAC Shortfall Reserve Fund, and the Trustee has been directed by the Holders of the Class 1-C Certificates to distribute amounts then on deposit in the Group 1 Net WAC Shortfall Reserve Fund to the Holders of the Class A, Class M 1-A Certificates and Class B Subordinate Certificates in respect of the Net WAC Shortfall Amounts Amount with respect to Loan Group 1 in the priorities priority set forth in clause (vvii) of Section 4.01(e4.01(l). Any amount paid to the Holders of any Class A, Class M 1-A Certificates and Class B Subordinate Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from amounts distributable pursuant to clause (vvii) of Section 4.01(e4.01(l) shall be treated as distributed to the Holders of the Class 1-C Certificates in respect of the Class 1-C Certificates and paid by such Holders to the Holders of such Class A, Class M 1-A Certificates and Class B Subordinate Certificates. Any payments to the Holders of the Class A, Class M 1-A Certificates and Class B Subordinate Certificates in respect of Net WAC Shortfall Amounts Amounts, whether pursuant to the second preceding sentence or pursuant to Section 4.01(n)(iv), shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). (b) The Group 1 Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Group 1 Net WAC Shortfall Reserve Fund. The Holders of the Class 1-C Certificates shall be the beneficial owners of the Group 1 Net WAC Shortfall Reserve Fund, pro rata, subject to the power of the Trustee to transfer amounts under Section 4.01. Amounts in the Group 1 Net WAC Shortfall Reserve Fund shall, at the written direction of the Holders of the Class 1-C Certificates Certificates, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. In the absence of such written direction, all funds in the Group 1 Net WAC Shortfall Reserve Fund shall remain uninvested. All net income and gain from such investments shall be distributed to the Holders of the Class 1-C Certificates, pro rata, not as a distribution in respect of any interest in any REMIC, on each such Distribution Date. All amounts earned on amounts on deposit in the Group 1 Net WAC Shortfall Reserve Fund shall be taxable to the Holders of the Class 1-C Certificates. Any losses on such investments shall be deposited in the Group 1 Net WAC Shortfall Reserve Fund by the Holders of the Class 1-C Certificates, pro rata, out of their own funds immediately as realized.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Class A, 2-A Certificates and the Class M and Class B 2-C Certificates, the Group 2 Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor shall deposit into the Group 2 Net WAC Shortfall Reserve Fund an amount equal to the Group 2 Net WAC Shortfall Reserve Fund Deposit. On The Trustee shall deposit in the Group 2 Net WAC Shortfall Reserve Fund all payments received from the Group 2 Supplemental Interest Trust that are payable to the Trust Fund under Section 4.01(o)(iii) from amounts under the Group 2 Interest Rate Swap Agreement and Group 2 Cap Contract, and on each Distribution Date, the Trustee shall remit such amounts received from the Group 2 Supplemental Interest Trust to the Holders of the Class 2-A Certificates in the manner provided in that Section. In addition, on each Distribution Date as to which there is a Group 2 Net WAC Shortfall Amount with respect to Loan Group 2 payable to any the Class of Class A, Class M and Class B 2-A Certificates, the Trustee shall deposit the amounts distributable pursuant to clause (vvi) of Section 4.01(e4.01(m) into the Group 2 Net WAC Shortfall Reserve Fund, and the Trustee has been directed by the Holders of the Class 2-C Certificates to distribute amounts then on deposit in the Group 2 Net WAC Shortfall Reserve Fund to the Holders of the Class A, Class M and Class B 2-A Certificates in respect of the Net WAC Shortfall Amounts Amount with respect to Loan Group 2 in the priorities priority set forth in clause (vvi) of Section 4.01(e4.01(m). Any amount paid to the Holders of any Class A, Class M and Class B 2-A Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from amounts distributable pursuant to clause (vvi) of Section 4.01(e4.01(m) shall be treated as distributed to the Holders of the Class 2-C Certificates in respect of the Class 2-C Certificates and paid by such Holders to the Holders of such Class A, Class M and Class B 2-A Certificates. Any payments to the Holders of the Class A, Class M and Class B 2-A Certificates in respect of Net WAC Shortfall Amounts Amounts, whether pursuant to the second preceding sentence or pursuant to Section 4.01(o)(iii), shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). (b) The Group 2 Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Group 2 Net WAC Shortfall Reserve Fund. The Holders of the Class 2-C Certificates shall be the beneficial owners of the Group 2 Net WAC Shortfall Reserve Fund, pro rata, in each case subject to the power of the Trustee to transfer amounts under Section 4.01. Amounts in the Group 2 Net WAC Shortfall Reserve Fund shall, at the written direction of the Holders of the Class 2-C Certificates Certificates, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. In the absence of such written direction, all funds in the Group 2 Net WAC Shortfall Reserve Fund shall remain uninvested. All net income and gain from such investments shall be distributed to the Holders of the Class 2-C Certificates, pro rata, not as a distribution in respect of any interest in any REMIC, on each such Distribution Date. All amounts earned on amounts on deposit in the Group 2 Net WAC Shortfall Reserve Fund shall be taxable to the Holders of the Class 2-C Certificates. Any losses on such investments shall be deposited in the Group 2 Net WAC Shortfall Reserve Fund by the Holders of the Class 2-C Certificates, pro rata, out of their own funds immediately as realized.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class A Certificates (other than the Class A, Class M -IO Certificates) and Class B the Mezzanine Certificates, the Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor Company shall deposit into the Net WAC Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund Deposit. On each Distribution Date as to which there is a Net WAC Shortfall Amount payable to any Class of Class A, Class M and Class B Certificates, the The Trustee shall deposit the amounts distributable pursuant to clause (v) demand payment of Section 4.01(e) into the Net WAC Shortfall Reserve Fund, and the Trustee has been directed all money payable by the Holders of Yield Maintenance Agreement Provider under the Class C Certificates to distribute amounts then on Yield Maintenance Agreement. The Trustee shall deposit in the Net WAC Shortfall Reserve Fund any Yield Maintenance Agreement Payment Amounts. (b) On each Distribution Date, to the extent required, the Trustee shall make withdrawals from the Net WAC Shortfall Reserve Fund to the extent of any Yield Maintenance Agreement Payment Amounts and distribute such amounts first, to the Holders of the Class A, Class M and Class B A-1 Certificates in respect to the extent of the any Net WAC Shortfall Amounts in the priorities set forth in clause (v) of Section 4.01(e). Any amount paid to the Holders of any Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from amounts distributable pursuant to clause (v) of Section 4.01(e) shall be treated as distributed to the Holders of the Class C Amount on such Certificates and paid by such Holders to the Holders of such Class Asecond, Class M and Class B Certificates. Any payments to the Holders of the Class A, Class M and Class B Certificates in respect of Net WAC Shortfall Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). (b) The Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Net WAC Shortfall Reserve Fund. The Holders of the Class C Certificates shall be the beneficial owners of the Net WAC Shortfall Reserve Fund, pro rata, subject to the power of the Trustee to transfer amounts under Section 4.01. Amounts in the Net WAC Shortfall Reserve Fund shall, at the written direction of the Holders of the Class C Certificates be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. In the absence of such written direction, all funds in the Net WAC Shortfall Reserve Fund shall remain uninvested. All net income and gain from such investments shall be distributed to the Holders of the Class C Certificates, pro rata, not as a distribution in respect of any interest in any REMIC, on . (c) On each such Distribution Date, the Trustee shall transfer from the Certificate Account to the Net WAC Shortfall Reserve Fund the amounts specified pursuant to Sections 4.01(d)(vii). All On each Distribution Date, to the extent required, the Trustee shall make withdrawals from the Net WAC Shortfall Reserve Fund and use the amounts earned on amounts on deposit in the Net WAC Shortfall Reserve Fund Fund, other than amounts received from the Yield Maintenance Agreement Provider, to make distributions to the Class A Certificates (other than the Class A-IO Certificates) and the Mezzanine Certificates, in an amount equal to the amount of any Net WAC Shortfall Amount on such Certificates. Any such amounts shall be taxable distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X- 0, Class M-1, Class M-2 and Class M-3 Certificates, in that order, in each case until the related Net WAC Shortfall Amount has been reduced to zero. Any such amounts transferred shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Holders of the Class C Certificates. Any losses on such investments . (d) The Net WAC Shortfall Reserve Fund shall be deposited an Eligible Account. Amounts held in the Net WAC Shortfall Reserve Fund by the Holders from time to time shall continue to constitute assets of the Class C CertificatesTrust Fund, pro ratabut not of the REMICs, out of their own funds immediately as realizeduntil released from the Net WAC Shortfall Reserve Fund pursuant to this Section 4.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class A, Class M A Certificates and Class B the Mezzanine Certificates, the Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor Company shall deposit into the Net WAC Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund Deposit. On each Distribution Date as to which there is a Net WAC Shortfall Amount payable to any Class of Class A, Class M and Class B Certificates, the The Trustee shall deposit the amounts distributable pursuant to clause (v) demand payment of Section 4.01(e) into the Net WAC Shortfall Reserve Fund, and the Trustee has been directed all money payable by the Holders of Corridor Contract Provider under the Class C Certificates to distribute amounts then on Corridor Contract. The Trustee shall deposit in the Net WAC Shortfall Reserve Fund any Corridor Contract Payment Amounts. (b) On each Distribution Date, to the extent required, the Trustee shall make withdrawals from the Net WAC Shortfall Reserve Fund to the extent of any Corridor Contract Payment Amounts and distribute such amounts first, to the Holders of the Class A, Class M and Class B A-1 Certificates in respect to the extent of the any Net WAC Shortfall Amounts in the priorities set forth in clause (v) of Section 4.01(e). Any amount paid to the Holders of any Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from amounts distributable pursuant to clause (v) of Section 4.01(e) shall be treated as distributed to the Holders of the Class C Amount on such Certificates and paid by such Holders to the Holders of such Class Asecond, Class M and Class B Certificates. Any payments to the Holders of the Class A, Class M and Class B Certificates in respect of Net WAC Shortfall Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). (b) The Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Net WAC Shortfall Reserve Fund. The Holders of the Class C Certificates shall be the beneficial owners of the Net WAC Shortfall Reserve Fund, pro rata, subject to the power of the Trustee to transfer amounts under Section 4.01. Amounts in the Net WAC Shortfall Reserve Fund shall, at the written direction of the Holders of the Class C Certificates be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. In the absence of such written direction, all funds in the Net WAC Shortfall Reserve Fund shall remain uninvested. All net income and gain from such investments shall be distributed to the Holders of the Class C Certificates, pro rata, not as a distribution in respect of any interest in any REMIC, on . (c) On each such Distribution Date, the Trustee shall transfer from the Certificate Account to the Net WAC Shortfall Reserve Fund the amounts specified pursuant to Sections 4.01(d)(vii). All On each Distribution Date, to the extent required, the Trustee shall make withdrawals from the Net WAC Shortfall Reserve Fund and use the amounts earned on amounts on deposit in the Net WAC Shortfall Reserve Fund Fund, other than amounts received from the Corridor Contract Provider, to make distributions to the Class A Certificates and the Mezzanine Certificates, in an amount equal to the amount of any Net WAC Shortfall Amount on such Certificates. Any such amounts shall be taxable distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1, Class M-2 and Class M-3 Certificates, in that order, in each case until the related Net WAC Shortfall Amount has been reduced to zero. Any such amounts transferred shall be treated for federal tax purposes as amounts distributed by REMIC 2 to the Holders of the Class C Certificates. Any losses on such investments . (d) The Net WAC Shortfall Reserve Fund shall be deposited an Eligible Account. Amounts held in the Net WAC Shortfall Reserve Fund by the Holders from time to time shall continue to constitute assets of the Class C CertificatesTrust Fund, pro ratabut not of the REMICs, out of their own funds immediately as realizeduntil released from the Net WAC Shortfall Reserve Fund pursuant to this Section 4.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class A, Class M and Class B Certificates, the Net WAC Shortfall Reserve Fund. In addition, on the Closing Date, the Depositor shall deposit into the Net WAC Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund Deposit. On each Distribution Date as to which there is a Net WAC Shortfall Amount payable to any Class of Class A, Class M and Class B Certificates, the Trustee shall deposit the amounts distributable pursuant to clause (v) of Section 4.01(e) into the Net WAC Shortfall Reserve Fund, and the Trustee has been directed by the Holders of the Class C Certificates to distribute amounts then on deposit in the Net WAC Shortfall Reserve Fund to the Holders of the Class A, Class M and Class B Certificates in respect of the Net WAC Shortfall Amounts in the priorities set forth in clause (v) of Section 4.01(e). Any amount paid to the Holders of any Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from amounts distributable pursuant to clause (v) of Section 4.01(e) shall be treated as distributed to the Holders of the Class C Certificates and paid by such Holders to the Holders of such Class A, Class M and Class B Certificates. Any payments to the Holders of the Class A, Class M and Class B Certificates in respect of Net WAC Shortfall Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). (b) The Net WAC Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Net WAC Shortfall Reserve Fund. The Holders of the Class C Certificates shall be the beneficial owners of the Net WAC Shortfall Reserve Fund, pro rata, subject to the power of the Trustee to transfer amounts under Section 4.01. Amounts in the Net WAC Shortfall Reserve Fund shall, at the written direction of the Holders of the Class C Certificates be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. In the absence of such written direction, all funds in the Net WAC Shortfall Reserve Fund shall remain uninvested. All net income and gain from such investments shall be distributed to the Holders of the Class C Certificates, pro rata, Certificates not as a distribution in respect of any interest in any REMIC, on each such Distribution Date. All amounts earned on amounts on deposit in the Net WAC Shortfall Reserve Fund shall be taxable to the Holders of the Class C Certificates. Any losses on such investments shall be deposited in the Net WAC Shortfall Reserve Fund by the Holders of the Class C Certificates, pro rata, Certificates out of their own funds immediately as realized.

Net WAC Shortfall Reserve Fund. (a) On the Closing Date, the Trustee Securities Administrator shall establish and maintain in its name, in trust for the benefit of the Class A, Class M and Class B Certificates, the Net WAC Shortfall Reserve Fund. In addition, on On the Closing Date, the Depositor Sponsor shall make an initial deposit into of $30,000 to the Net WAC Shortfall Reserve Fund an amount equal Fund. On each Distribution Date, the Securities Administrator shall transfer from the Distribution Account to the Net WAC Shortfall Reserve Fund Depositthe amounts specified pursuant to Sections 4.01(i). On each Distribution Date as Date, to which there is a Net WAC Shortfall Amount payable to any Class of Class A, Class M and Class B Certificatesthe extent required, the Trustee Securities Administrator shall deposit the amounts distributable pursuant to clause (v) of Section 4.01(e) into make withdrawals from the Net WAC Shortfall Reserve Fund, Fund and use the Trustee has been directed by the Holders of the Class C Certificates to distribute amounts then on deposit in the Net WAC Shortfall Reserve Fund to the Holders of make distributions to the Class A, Class M and Class B Certificates in respect an amount equal to the amount of the any Net WAC Shortfall Amounts in the priorities set forth in clause (v) of Section 4.01(e)Carryforward Amount on such Certificates. Any amount paid to the Holders of any Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Net WAC Shortfall Amounts from such amounts distributable pursuant to clause (v) of Section 4.01(e) transferred shall be treated for federal tax purposes as amounts distributed by REMIC 2 to the Holders of the Class C Certificates and paid by such Holders to the Holders of such Class A, Class M and Class B X Certificates. Any payments to the Holders of the Class A, Class M and Class B Certificates in respect of Net WAC Shortfall Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). (b) The Net WAC Shortfall Reserve Fund is shall be an Eligible Account. Amounts held in the Net WAC Shortfall Reserve Fund from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Net WAC Shortfall Reserve Fund pursuant to this Section 4.08. The Net WAC Shortfall Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation Section § 1.860G-2(h) and shall be an asset of the Trust Fund but is not an asset of any REMIC. The Trustee on behalf Holders of the Trust Class X Certificates shall be the nominal owner of the Net WAC Shortfall Reserve Fund. The Holders of Securities Administrator shall keep records that accurately reflect the Class C Certificates shall be the beneficial owners of funds on deposit in the Net WAC Shortfall Reserve Fund, pro rata, subject to the power of the Trustee to transfer amounts under Section 4.01. Amounts in the Net WAC Shortfall Reserve Fund The Securities Administrator shall, at the written direction of the Holders of Depositor, invest amounts on deposit in the Class C Certificates be invested Net WAC Shortfall Reserve Fund in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution DateInvestments. In the absence of such written directiondirection to the Securities Administrator from the Depositor, all funds in the Net WAC Shortfall Reserve Fund shall remain uninvested. All net income and gain from such investments On each Distribution Date, the Securities Administrator shall be distributed distribute, not in respect of any REMIC, any interest earned on the Net WAC Shortfall Reserve Fund to the Holders of the Class C X Certificates, on a pro ratarata basis, not as a distribution in respect based on the Initial Notional Amount of any interest in any REMIC, on each such Distribution Date. All amounts earned on amounts on deposit in Class. (c) For federal tax return and information reporting, the right of the Holders of the Class A, Class M and Class B Certificates to receive payments from the Net WAC Shortfall Reserve Fund in respect of any Net WAC Shortfall Carryforward Amount will have a value of $30,000. (d) The Securities Administrator shall be taxable treat the rights of the Class X Certificateholders to receive amounts from the Net WAC Shortfall Reserve Fund (subject to the obligation to pay Net WAC Shortfall Carryforward Amounts) and the rights of the LIBOR Certificateholders to receive Net WAC Shortfall Carryforward Amounts as the beneficial ownership of interests in a grantor trust and not as obligations any REMIC created hereunder, for federal income tax purposes. (e) Upon the earlier of (i) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof) or (ii) the Master Servicer, at its option, makeing or causing a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement, after the distributions described in above, the Securities Administrator shall withdraw from the Net WAC Shortfall Reserve Fund (to the extent of funds available on deposit therein) any remaining amounts and distribute them to the Holders of the Class C Certificates. Any losses on such investments shall be deposited in the Net WAC Shortfall Reserve Fund by the Holders of the Class C X Certificates, on a pro ratarata basis, out based on the Initial Notional Amount of their own funds immediately as realizedeach such Class.