Common use of The Interest Rate Cap Agreements Clause in Contracts

The Interest Rate Cap Agreements. (a) The Interest Rate Cap Agreements will be an asset of the Trust but will not be an asset of any REMIC and any amounts received thereon shall be taxable to the Class BIO Certificateholder. The Trustee shall treat the Interest Rate Cap Agreements as having a nominal (zero) value for the Holders of the Offered Certificates. (b) The Trustee shall deposit any amounts received with respect to the Interest Rate Cap Agreements on an Interest Rate Cap Payment Date into the Net Rate Cap Fund and the Trustee will prepare and deliver any notices required to be delivered to the Cap Provider under the Interest Rate Cap Agreements. If, however, on any Distribution Date the notional amount of the Interest Rate Cap Agreement exceeds the aggregate balance of the Adjustable Rate Certificates, then the Trustee shall deposit in the Net Rate Cap Fund only the amount that would be payable on the Interest Rate Cap Agreement for such Distribution Date if the notional amount of such Interest Rate Cap Agreement for such date were equal to the aggregate balance of the Adjustable Rate Certificates, and the Trustee shall remit any excess amounts directly to the holder of the Class BIO Certificates. (c) The Trustee shall terminate the Cap Provider upon the occurrence of an event of default or termination event under the Interest Rate Cap Agreement of which a Responsible Officer of the Trustee has actual knowledge. In the event that the Interest Rate Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates), execute a replacement contract comparable to the Interest Rate Cap Agreement providing interest rate protection which is equal to the then-existing protection provided by the Interest Rate Cap Agreement; provided, however, that the cost of any such replacement contract providing the same interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Cap Provider. (d) On any Distribution Date prior to the Interest Rate Cap Termination Date, if the aggregate Class Principal Balance of the Offered Certificates equals zero (but not including the Distribution Date on which such aggregate Class Principal Balance is reduced to zero), all amounts received by the Trustee with respect to the Interest Rate Cap Agreement shall be distributed directly to the Class BIO Certificateholder. (e) Prior to the Interest Rate Cap Termination Date and upon the termination of the Trust, the Interest Rate Cap Agreement shall be assigned to the Class BIO Certificateholder.

The Interest Rate Cap Agreements. (a) The Interest Rate Cap Agreements will be an asset of the Trust a separate trust but will not be an asset of any REMIC and any amounts received thereon shall be taxable to the Class BIO Certificateholder. The Trustee shall treat the Interest Rate Cap Agreements as having a nominal (zero) value for the Holders of the Offered Certificates. (b) The Trustee shall deposit any amounts received with respect to the Interest Rate Cap Agreements on an Interest Rate Cap Payment Date into the Net Rate Cap Fund and the Trustee will prepare and deliver any notices required to be delivered to the Cap Provider under the Interest Rate Cap AgreementsFund. If, however, on any Distribution Date the related notional amount multiplied by ten of the an Interest Rate Cap Agreement exceeds the aggregate balance Class Principal Balance of the Adjustable Class of Certificates related to that Interest Rate CertificatesCap Agreement, then solely for purposes of computing the amount that the Trustee shall deposit in into the Net Rate Cap Fund only Fund, the Trustee shall reduce such notional amount that would be payable on by the Interest Rate Cap Agreement for such Distribution Date if the notional amount of such Interest Rate Cap Agreement for such date were equal to the aggregate balance of the Adjustable Rate Certificatesexcess, and the Trustee shall remit any excess amounts in the Net Rate Cap Fund directly to the holder of the Class BIO Certificates. (c) The Trustee shall terminate the Cap Provider upon the occurrence of an event of default or termination event under the an Interest Rate Cap Agreement of which a Responsible Officer of the Trustee has actual knowledge. In the event that the an Interest Rate Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates), execute a replacement contract comparable to the such Interest Rate Cap Agreement providing interest rate protection which is equal to the then-existing protection provided by the Interest Rate Cap Agreement; provided, however, that the cost of any such replacement contract providing the same interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Cap Provider. (d) On any Distribution Date prior to the Interest Rate Cap Termination Date, if the aggregate Class Principal Balance of the Offered Certificates equals zero (but not including the Distribution Date on which such aggregate Class Principal Balance is reduced to zero), all amounts received by the Trustee with respect to the Interest Rate Cap Agreement Agreements shall be distributed directly to the Class BIO Certificateholder. (e) Prior to the Interest Rate Cap Termination Date and upon the termination of the Trust, the Interest Rate Cap Agreement Agreements shall be assigned to the Class BIO Certificateholder.

The Interest Rate Cap Agreements. (a) The Interest Rate Cap Agreements will be an asset of the Trust but will not be an asset of any REMIC and any amounts received thereon shall be taxable to the Class BIO Certificateholder. The Trustee shall treat the Interest Rate Cap Agreements as having a nominal (zero) value for the Holders of the Offered Certificates. (b) The Trustee shall deposit any amounts received with respect to the Interest Rate Cap Agreements on an Interest Rate Cap Payment Date into the Net Rate Cap Fund and the Trustee will prepare and deliver any notices required to be delivered to the Cap Provider under the Interest Rate Cap AgreementsFund. If, however, on any Distribution Date the sum of the notional amount amounts of the Interest Rate Cap Agreement Agreements exceeds the aggregate balance of the Adjustable Rate Offered Certificates, then solely for purposes of computing the amount that the Trustee shall deposit in into the Net Rate Cap Fund only Fund, the Trustee shall reduce the related notional amount that would be payable on the set forth in each Interest Rate Cap Agreement (first for such Distribution Date if the notional amount of such Class A Interest Rate Cap Agreement, second for the Class M-1 Interest Rate Cap Agreement, third for the Class M-2A Interest Rate Cap Agreement, fourth for the Class M-3 Interest Rate Cap Agreement, fifth for the Class M-4 Interest Rate Cap Agreement and sixth for the Class M-5 Interest Rate Cap Agreement) by the amount of such date were equal to the aggregate balance of the Adjustable Rate Certificatesexcess, and the Trustee shall remit any excess amounts in the Net Rate Cap Fund directly to the holder of the Class BIO Certificates. (c) The Trustee shall terminate the Cap Provider upon the occurrence of an event of default or termination event under the an Interest Rate Cap Agreement of which a Responsible Officer of the Trustee has actual knowledge. In the event that the an Interest Rate Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates), execute a replacement contract comparable to the such Interest Rate Cap Agreement providing interest rate protection which is equal to the then-existing protection provided by the Interest Rate Cap Agreement; provided, however, that the cost of any such replacement contract providing the same interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Cap Provider. (d) On any Distribution Date prior to the Interest Rate Cap Termination Date, if the aggregate Class Principal Balance of the Offered Certificates equals zero (but not including the Distribution Date on which such aggregate Class Principal Balance is reduced to zero), all amounts received by the Trustee with respect to the Interest Rate Cap Agreement Agreements shall be distributed directly to the Class BIO Certificateholder. (e) Prior to the Interest Rate Cap Termination Date and upon the termination of the Trust, the Interest Rate Cap Agreement Agreements shall be assigned to the Class BIO Certificateholder.

The Interest Rate Cap Agreements. (a) The Interest Rate Cap Agreements will be an asset of the Trust but will not be an asset of any REMIC and any amounts received thereon shall be taxable to the Class BIO Certificateholder. The Trustee shall treat the Interest Rate Cap Agreements as having a nominal (zero) value for the Holders of the Offered Certificates. (b) The Trustee shall deposit any amounts received with respect to the Interest Rate Cap Agreements on an Interest Rate Cap Payment Date into the Net Rate Cap Fund and the Trustee will prepare and deliver any notices required to be delivered to the Cap Provider under the Interest Rate Cap AgreementsFund. If, however, on any Distribution Date the sum of the notional amount amounts of the Interest Rate Cap Agreement Agreements exceeds the aggregate balance of the Adjustable Rate Offered Certificates, then solely for purposes of computing the amount that the Trustee shall deposit in into the Net Rate Cap Fund only Fund, the Trustee shall reduce the related notional amount that would be payable on the set forth in each Interest Rate Cap Agreement (first for such Distribution Date if the notional amount of such Class A-1 Interest Rate Cap Agreement, second for the Class A-2 Interest Rate Cap Agreement, third for the Class A-3 Interest Rate Cap Agreement, fourth for the Class M-1 Interest Rate Cap Agreement, fifth for the Class M-2A Interest Rate Cap Agreement, sixth for the Class M-3 Interest Rate Cap Agreement, seventh for the Class M-4 Interest Rate Cap Agreement, eighth for the Class M-5 Interest Rate Cap Agreement and ninth for the Class M-6 Interest Rate Cap Agreement) by the amount of such date were equal to the aggregate balance of the Adjustable Rate Certificatesexcess, and the Trustee shall remit any excess amounts in the Net Rate Cap Fund directly to the holder of the Class BIO Certificates. (c) The Trustee shall terminate the Cap Provider upon the occurrence of an event of default or termination event under the an Interest Rate Cap Agreement of which a Responsible Officer of the Trustee has actual knowledge. In the event that the an Interest Rate Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates), execute a replacement contract comparable to the such Interest Rate Cap Agreement providing interest rate protection which is equal to the then-existing protection provided by the Interest Rate Cap Agreement; provided, however, that the cost of any such replacement contract providing the same interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Cap Provider. (d) On any Distribution Date prior to the Interest Rate Cap Termination Date, if the aggregate Class Principal Balance of the Offered Certificates equals zero (but not including the Distribution Date on which such aggregate Class Principal Balance is reduced to zero), all amounts received by the Trustee with respect to the Interest Rate Cap Agreement Agreements shall be distributed directly to the Class BIO Certificateholder. (e) Prior to the Interest Rate Cap Termination Date and upon the termination of the Trust, the Interest Rate Cap Agreement Agreements shall be assigned to the Class BIO Certificateholder.

The Interest Rate Cap Agreements. (a) The Interest Rate Cap Agreements will be Trust Administrator shall establish and maintain an asset Eligible Account in its name, in trust for the benefit of the Trust but will not be an asset of any REMIC and any amounts received thereon shall be taxable to the Class BIO Certificateholder. The Trustee shall treat Noteholders, the Interest Rate Cap Agreements as having a nominal (zero) value for the Holders of the Offered CertificatesAccount. (b) The Trustee Trust Administrator shall deposit any amounts Interest Rate Cap Receipts received with respect to on any Interest Rate Cap Agreement Payment Date into the Interest Rate Cap Agreements Account. Amounts on an Interest Rate Cap Payment Date into the Net Rate Cap Fund and the Trustee will prepare and deliver any notices required to be delivered to the Cap Provider under deposit in the Interest Rate Cap Agreements. If, however, on any Distribution Date the notional amount of the Interest Rate Cap Agreement exceeds the aggregate balance of the Adjustable Rate Certificates, then the Trustee Account shall deposit in the Net Rate Cap Fund only the amount that would be payable on the Interest Rate Cap Agreement for such Distribution Date if the notional amount of such Interest Rate Cap Agreement for such date were equal to the aggregate balance of the Adjustable Rate Certificates, and the Trustee shall remit any excess amounts directly to the holder of the Class BIO Certificatesremain uninvested. (c) The Indenture Trustee shall terminate the Cap Provider Counterparty upon the occurrence of an event of default or termination event under the any Interest Rate Cap Agreement of which a Responsible Officer of the Indenture Trustee has actual knowledge. In the event that the any Interest Rate Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee Trust Administrator shall, at the direction of Certificateholders Noteholders evidencing Voting Rights not less than 50% of the Offered CertificatesNotes, and to the extent a replacement contract (or contracts) is available (from a counterparty designated by the Depositor Seller and acceptable to Certificateholders Noteholders evidencing Voting Rights not less than 50% of the Offered CertificatesNotes), (i) terminate any other Interest Rate Cap Agreements with the Cap Conterparty and (ii) execute a one or more replacement contract contracts that the Seller has determined comparable to the Interest Rate Cap Agreement Agreements providing interest rate protection which which, in the aggregate, is equal to the then-existing protection provided by the each Interest Rate Cap Agreement; provided, provided however, that the cost of any such replacement contract or contracts providing the same interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract or contracts shall not exceed the amount of any early termination payment payments received from the Cap ProviderCounterparty. (d) On any Distribution each Payment Date prior to during which the Group 1 Senior Cap Agreement is in effect, the Trust Administrator shall withdraw from the Interest Rate Cap Termination DateAccount any Interest Rate Cap Receipts from the Group 1 Senior Cap Agreement to make payments to the Class 1-A1 and Class 1-A2 Notes, if pro rata, to the aggregate Class Principal Balance extent of and based on the Offered Certificates equals zero (but not including amounts of any Available Funds Shortfalls on such Notes. On each Payment Date during which the Distribution Date on which such aggregate Class Principal Balance Group 2 Senior Cap Agreement is reduced to zero)in effect, all amounts received by the Trustee with respect to Trust Administrator shall withdraw from the Interest Rate Cap Account any Interest Rate Cap Receipts from the Group 2 Senior Cap Agreement shall be distributed directly to make payments to the Class BIO Certificateholder. (e) Prior 2-A Notes, to the extent of any Available Funds Shortfalls on such Notes. On each Payment Date during which the Subordinate Cap Agreement is in effect, the Trust Administrator shall withdraw from the Interest Rate Cap Termination Date and upon the termination of the Trust, the Account any Interest Rate Cap Receipts from the Subordinate Cap Agreement shall be assigned to make payments to the Class BIO CertificateholderM Notes, to the extent of any Available Funds Shortfalls on such Notes, in the order and priority described in Section 6.02(f)(i)(b) or (f)(ii)(i), as applicable. Any Interest Rate Cap Receipts that are not applied to the payment of Available Funds Shortfalls in the manner described in the preceding sentence shall be paid by the Trust Administrator to the holder of the Ownership Certificate.

The Interest Rate Cap Agreements. (a) The Interest Rate Cap Agreements will be Trust Administrator shall establish and maintain an asset Eligible Account in its name, in trust for the benefit of the Trust but will not be an asset of any REMIC and any amounts received thereon shall be taxable to the Class BIO Certificateholder. The Trustee shall treat Noteholders, the Interest Rate Cap Agreements as having a nominal (zero) value for the Holders of the Offered CertificatesAccount. (b) The Trustee Trust Administrator shall deposit any amounts Interest Rate Cap Receipts received with respect to on any Interest Rate Cap Agreement Payment Date into the Interest Rate Cap Agreements Account. Amounts on an Interest Rate Cap Payment Date into the Net Rate Cap Fund and the Trustee will prepare and deliver any notices required to be delivered to the Cap Provider under deposit in the Interest Rate Cap Agreements. IfAccount shall remain uninvested. (c) On each Payment Date during which the Senior Cap Agreement is in effect, howeverthe Trust Administrator shall withdraw from the Interest Rate Cap Account any Interest Rate Cap Receipts from the Senior Cap Agreement to make payments in the order of priority and to the extent specified in Section 6.02(f)(iii); provided, that on any Distribution each Payment Date on which there is a payment received by the Trust Administrator under the Senior Cap Agreement that is based on a notional amount in excess of the aggregate Class Principal Amount of the Class 1A1, Class 1A2, Class 1A3, Class 2A1 and Class 2A2 Notes (such amount, the “Excess Senior Cap Amount”), then the Trust Administrator shall pay (i) the Excess Senior Cap Amount to the Certificateholder and (ii) the excess of the Interest Rate Cap Agreement exceeds Receipts over the aggregate balance of the Adjustable Rate Certificates, then the Trustee shall deposit Excess Senior Cap Amount in the Net Rate Cap Fund only the amount that would be payable on the Interest Rate Cap Agreement for such Distribution Date if the notional amount order of such Interest Rate Cap Agreement for such date were equal to the aggregate balance of the Adjustable Rate Certificates, and the Trustee shall remit any excess amounts directly to the holder of the Class BIO Certificates. (c) The Trustee shall terminate the Cap Provider upon the occurrence of an event of default or termination event under the Interest Rate Cap Agreement of which a Responsible Officer of the Trustee has actual knowledge. In the event that the Interest Rate Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates, priority and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% specified in Section 6.02(f)(iii) of the Offered Certificates), execute a replacement contract comparable to the Interest Rate Cap Agreement providing interest rate protection which is equal to the then-existing protection provided by the Interest Rate Cap this Agreement; provided, however, that the cost of any such replacement contract providing the same interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Cap Provider. (d) On any Distribution each Payment Date prior to during which the Subordinate Cap Agreement is in effect, the Trust Administrator shall withdraw from the Interest Rate Cap Termination DateAccount any Interest Rate Cap Receipts from the Subordinate Cap Agreement to make payments in the order of priority and to the extent specified in Section 6.02(f)(iv); provided, if that on each Payment Date on which there is a payment received by the Trust Administrator under the Subordinate Cap Agreement that is based on a notional amount in excess of the aggregate Class Principal Balance Amount of the Offered Certificates equals zero Subordinate Notes (but not including such amount, the Distribution Date on which such aggregate Class Principal Balance is reduced to zero“Excess Subordinate Cap Amount”), all amounts received by then the Trustee with respect Trust Administrator shall pay (i) the Excess Subordinate Cap Amount to the Certificateholder and (ii) the excess of such Interest Rate Cap Agreement shall be distributed directly Receipts over the Excess Subordinate Cap Amount in the order of priority and to the Class BIO Certificateholderextent specified in Section 6.02(f)(iv) of this Agreement. (e) Prior to On the date on which the Senior Cap Agreement and the Subordinate Cap Agreement have terminated and any amounts therefrom have been paid in accordance with Sections 6.06(c) and (d) above, any amounts remaining in the Interest Rate Cap Termination Date Account shall be paid by the Trust Administrator to the Ownership Certificate, and upon the termination of the Trust, the Interest Rate Cap Agreement Account shall be assigned to terminated by the Class BIO CertificateholderTrust Admnistrator.

The Interest Rate Cap Agreements. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Certificates, the Interest Rate Cap Account. The Interest Rate Cap Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. Funds in the Interest Rate Cap Account may be invested in Eligible Investments by the Trustee at the direction of the majority holder of the Class X Certificates. In the absence of such direction, funds in the Interest Rate Cap Account shall remain uninvested. (b) The Depositor hereby directs the Trustee to enter into and execute the Interest Rate Cap Agreements on the Closing Date on behalf of the Trust. The Seller, the Depositor, the Servicer and the Certificateholders (by their acceptance of such Certificates) acknowledge that JPMorgan Chase Bank is entering into the Interest Rate Cap Agreement solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. Each Interest Rate Cap Agreement will be an asset of the Trust but will not be an asset of any REMIC and any amounts received thereon shall be taxable to the Class BIO X Certificateholder. The Trustee shall treat the Interest Rate Cap Agreements as having a nominal (zero) value for the Holders of the Offered Certificates. (b) The Trustee shall deposit any amounts received with respect to each Interest Rate Cap Agreement into the Interest Rate Cap Agreements on an Interest Rate Cap Payment Date into the Net Rate Cap Fund and the Account. (c) The Trustee will prepare and deliver any notices required to be delivered to the Interest Rate Cap Provider under any of the Interest Rate Cap Agreements. If, however, on any Distribution Date the notional amount of the Interest Rate Cap Agreement exceeds the aggregate balance of the Adjustable Rate Certificates, then the Trustee shall deposit in the Net Rate Cap Fund only the amount that would be payable on the Interest Rate Cap Agreement for such Distribution Date if the notional amount of such Interest Rate Cap Agreement for such date were equal to the aggregate balance of the Adjustable Rate Certificates, and the Trustee shall remit any excess amounts directly to the holder of the Class BIO Certificates. (cd) The Trustee shall terminate the any Interest Rate Cap Provider Agreement upon the occurrence of an event of default or termination event under the such Interest Rate Cap Agreement of which a Responsible Officer of the Trustee has actual knowledge. In the event that the any Interest Rate Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% the majority holder of the Offered related Certificates, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% the majority holder of the Offered related Certificates), execute a replacement contract comparable to the terminated Interest Rate Cap Agreement providing interest rate protection which is equal to the then-existing protection provided by the terminated Interest Rate Cap Agreement; provided, however, that the cost of any such replacement contract providing the same interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Interest Rate Cap Provider. (d) . On any Distribution Date prior to the termination date for any Interest Rate Cap Termination DateAgreement, if the aggregate Class Certificate Principal Balance of the Offered Certificates equals zero (but not including the prior to giving effect to any distributions to be made on such Distribution Date on which such aggregate Class Principal Balance is reduced to zeroDate), all amounts received by the Trustee with respect to the such Interest Rate Cap Agreement shall be distributed directly to the Class BIO X Certificateholder. (e) . Prior to the termination date for any Interest Rate Cap Termination Agreement Date and upon the termination of the Trust, the such Interest Rate Cap Agreement shall be assigned to the Class BIO X Certificateholder. (e) Upon such a termination, the Interest Rate Cap Provider may be required to pay an amount to the Trustee in respect of market quotations for the replacement cost of such Interest Rate Cap Agreement.

The Interest Rate Cap Agreements. (a) On the Closing Date, the Trust Administrator shall establish and maintain in its name, in trust for the benefit of the Certificateholders, the Interest Rate Cap Account. The Interest Rate Cap Agreements will Account shall be an asset of Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys held by the Trust but will not be an asset of any REMIC and any amounts received thereon shall be taxable Administrator pursuant to the Class BIO Certificateholder. The Trustee shall treat the Interest Rate Cap Agreements as having a nominal (zero) value for the Holders of the Offered Certificatesthis Agreement. (b) The Trust Administrator is hereby directed by the Depositor, on or before the Closing Date, on behalf of the Trust, to enter into the Interest Rate Cap Agreements for the benefit of the Holders of the Certificates. The Interest Rate Cap Agreements shall be assets of the Trust Fund but shall not be assets of any REMIC. The Trust Administrator shall administer to, and hold, and receive and make all payments under, the Interest Rate Cap Agreements on behalf of the Trust and the Trustee in accordance with its terms and the provisions of this Agreement. Neither the Trustee nor the Trust Administrator shall have any responsibility for the contents, adequacy or sufficiency of any Interest Rate Cap Agreement, including without limitation any representations and warranties contained therein. Any funds payable by the Trust Administrator under the Interest Rate Cap Agreements to the Interest Rate Cap Agreement Counterparty shall be paid by the Depositor. Notwithstanding anything to the contrary contained herein or in the Interest Rate Cap Agreements, neither the Trustee nor the Trust Administrator shall be required to make any payments to the Interest Rate Cap Agreement Counterparty under the Interest Rate Cap Agreements. Every provision of this Agreement relating to the conduct or liability of or affording protection to the Trust Administrator shall apply to the Trust Administrator’s execution of and performance of any obligations under the Interest Rate Cap Agreements. The Trust Administrator shall deposit any amounts received with respect to the Interest Rate Cap Agreements on an into the related Interest Rate Cap Payment Sub-Account. Notwithstanding anything in this paragraph to the contrary, for any Distribution Date into on which there is a payment under the Net Class A-2-A Interest Rate Cap Agreement based on a notional balance in excess of the aggregate Class Principal Balance of the Class A-2-A Certificates, a payment under the Class A-3-A Interest Rate Cap Agreement based on a notional balance in excess of the aggregate Class Principal Balances of the Class A-3-A Certificates, a payment under the Class A-4-B Interest Rate Cap Agreement based on a notional balance in excess of the Class Principal Balance of the Class A-4-B Certificates, a payment under the Class M-1 Interest Rate Cap Agreement based on a notional balance in excess of the Class Principal Balance of the Class M-1 Certificates, a payment under the Class M-2 Interest Rate Cap Agreement based on a notional balance in excess of the Class Principal Balance of the Class M-2 Certificates, a payment under the Class M-3 Interest Rate Cap Agreement based on a notional balance in excess of the Class Principal Balance of the Class M-3 Certificates, a payment under the Class M-4 Interest Rate Cap Agreement based on a notional balance in excess of the Class Principal Balance of the Class M-4 Certificates or a payment under the Class M-5 Interest Rate Cap Agreement based on a notional balance in excess of the Class Principal Balance of the Class M-5 Certificates, the amount representing any such excess payment shall not be an asset of the Trust Fund but instead shall be paid into and distributed out of a separate trust created by this Agreement for the Trustee will benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(c)(xv). The Trust Administrator shall prepare and deliver any notices required to be delivered by Party B (as defined in the respective Interest Rate Cap Agreements) to the Interest Rate Cap Provider Agreement Counterparty under the Interest Rate Cap AgreementsAgreements of which a Responsible Officer of the Trust Administrator shall have actual knowledge of the requirement to deliver such notices. If, however, on any Distribution Date the notional amount of The Trust Administrator shall terminate the Interest Rate Cap Agreement exceeds the aggregate balance of the Adjustable Rate Certificates, then the Trustee shall deposit in the Net Rate Cap Fund only the amount that would be payable on the Interest Rate Cap Agreement for such Distribution Date if the notional amount of such Interest Rate Cap Agreement for such date were equal to the aggregate balance of the Adjustable Rate Certificates, and the Trustee shall remit any excess amounts directly to the holder of the Class BIO Certificates. (c) The Trustee shall terminate the Cap Provider Counterparty upon the occurrence of an event of default or termination event under the related Interest Rate Cap Agreement of which a Responsible Officer of the Trustee Trust Administrator has actual knowledge. In the event that the Interest Rate Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates, and to the extent Upon such a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates), execute a replacement contract comparable to the Interest Rate Cap Agreement providing interest rate protection which is equal to the then-existing protection provided by the Interest Rate Cap Agreement; provided, however, that the cost of any such replacement contract providing the same interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Cap Provider. (d) On any Distribution Date prior to the Interest Rate Cap Termination Date, if the aggregate Class Principal Balance of the Offered Certificates equals zero (but not including the Distribution Date on which such aggregate Class Principal Balance is reduced to zero), all amounts received by the Trustee with respect to the Interest Rate Cap Agreement shall be distributed directly to the Class BIO Certificateholder. (e) Prior to the Interest Rate Cap Termination Date and upon the termination of the Trusttermination, the Interest Rate Cap Agreement Counterparty may be required to pay an amount to the Trust Administrator in respect of market quotations for the replacement cost of the related Interest Rate Cap Agreement. On each Distribution Date, the Trust Administrator shall be assigned distribute amounts on deposit in the Class A-2-A Interest Rate Cap Sub-Account to pay any Basis Risk Shortfalls to the Class BIO CertificateholderA-2-A Certificates; amounts on deposit in the Class A-3-A Interest Rate Cap Sub-Account to pay any Basis Risk Shortfalls to the Class A-3-A Certificates; amounts on deposit in the Class A-4-B Interest Rate Cap Sub-Account to pay any Basis Risk Shortfall to the Class A-4-B Certificates; amounts on deposit in the Class M-1 Interest Rate Cap Sub-Account to pay any Basis Risk Shortfall to the Class M-1 Certificates; amounts on deposit in the Class M-2 Interest Rate Cap Sub-Account to pay any Basis Risk Shortfall to the Class M-2 Certificates; amounts on deposit in the Class M-3 Interest Rate Cap Sub-Account to pay any Basis Risk Shortfall to the Class M-3 Certificates; amounts on deposit in the Class M-4 Interest Rate Cap Sub-Account to pay any Basis Risk Shortfall to the Class M-4 Certificates; and amounts on deposit in the Class M-5 Interest Rate Cap Sub-Account to pay any Basis Risk Shortfall to the Class M-5 Certificates, in each case prior to giving effect to any withdrawals from the Basis Risk Reserve Fund or from amounts available to be paid in respect of Basis Risk Shortfalls as described in Section 4.01(c) on such Distribution Date. Funds in the Interest Rate Cap Account may be invested by the Trust Administrator at the direction of the Depositor in Eligible Investments maturing on or prior to the next succeeding Distribution Date. The Trust Administrator shall account for the Interest Rate Cap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trust Administrator shall treat amounts paid from the Interest Rate Cap Account as payments made from outside the REMIC’s for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Class X Certificateholders. The Class X Certificateholders shall be the owner of the Interest Rate Cap Account for federal tax purposes and the Depositor shall direct the Trust Administrator in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Interest Rate Cap Account shall remain uninvested. The Trust Administrator shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.09(f) (other than as obligor on any such investments). Upon termination of the Trust Fund, any amounts remaining in the Interest Rate Cap Account shall be distributed to the Class X Certificateholders. On the Distribution Date immediately after the Distribution Date on which the Class Principal Balance of the related LIBOR Certificates equals zero, any amounts on deposit in the related Interest Rate Cap Sub-Account not payable on the related LIBOR Certificates shall be distributed to the Class X Certificateholders. On each Distribution Date, the Trust Administrator shall distribute amounts in the Interest Rate Cap Account (which include the related Interest Rate Cap Sub-Accounts) not distributed pursuant to Section 4.08(b) on that Distribution Date to the Class X Certificateholders.

The Interest Rate Cap Agreements. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Certificates, the Interest Rate Cap Account. The Interest Rate Cap Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. Funds in the Interest Rate Cap Account may be invested in Eligible Investments by the Trustee at the direction of the majority holder of the Class X Certificates. In the absence of such direction, funds in the Interest Rate Cap Account shall remain uninvested. (b) The Depositor hereby directs the Trustee to enter into and execute the Interest Rate Cap Agreements on the Closing Date on behalf of the Trust. The Seller, the Depositor, the Servicer and the Certificateholders (by their acceptance of such Certificates) acknowledge that JPMorgan Chase Bank is entering into the Interest Rate Cap Agreement solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. Each Interest Rate Cap Agreement will be an asset of the Trust but will not be an asset of any REMIC and any amounts received thereon shall be taxable to the Class BIO X Certificateholder. The Trustee shall treat the Interest Rate Cap Agreements as having a nominal (zero) value for the Holders of the Offered Certificates. (b) The Trustee shall deposit any amounts received with respect to each Interest Rate Cap Agreement into the Interest Rate Cap Agreements on an Interest Rate Cap Payment Date into the Net Rate Cap Fund and the Account. (c) The Trustee will prepare and deliver any notices required to be delivered to the Interest Rate Cap Provider under any of the Interest Rate Cap Agreements. If, however, on any Distribution Date the notional amount of the Interest Rate Cap Agreement exceeds the aggregate balance of the Adjustable Rate Certificates, then the Trustee shall deposit in the Net Rate Cap Fund only the amount that would be payable on the Interest Rate Cap Agreement for such Distribution Date if the notional amount of such Interest Rate Cap Agreement for such date were equal to the aggregate balance of the Adjustable Rate Certificates, and the Trustee shall remit any excess amounts directly to the holder of the Class BIO Certificates. (cd) The Trustee shall terminate the any Interest Rate Cap Provider Agreement upon the occurrence of an event of default or termination event under the such Interest Rate Cap Agreement of which a Responsible Officer of the Trustee has actual knowledge. In the event that the any Interest Rate Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% the majority holder of the Offered related Certificates, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% the majority holder of the Offered related Certificates), execute a replacement contract comparable to the terminated Interest Rate Cap Agreement providing interest rate protection which is equal to the then-existing protection provided by the terminated Interest Rate Cap Agreement; provided, however, that the cost of any such replacement contract providing the same interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Interest Rate Cap Provider. (d) . On any Distribution Date prior to the termination date for any Interest Rate Cap Termination DateAgreement, if the aggregate Class Certificate Principal Balance of the Offered Certificates equals zero (but not including the prior to giving effect to any distributions to be made on such Distribution Date on which such aggregate Class Principal Balance is reduced to zeroDate), all amounts received by the Trustee with respect to the such Interest Rate Cap Agreement shall be distributed directly to the Class BIO X Certificateholder. (e) . Prior to the termination date for any Interest Rate Cap Termination Agreement Date and upon the termination of the Trust, the such Interest Rate Cap Agreement shall be assigned to the Class BIO X Certificateholder. (e) Upon such a termination, the Interest Rate Cap Provider may be required to pay an amount to the Trustee in respect of market quotations for the replacement cost of such Interest Rate Cap Agreement. (f) On each Distribution Date, prior to any distributions pursuant to Sections 4.01 and 4.02 hereof, the Trustee shall distribute amounts on deposit in the Interest Rate Cap Account in respect of each Interest Rate Cap Agreement to the Basis Risk Reserve Fund and from the Basis Risk Reserve Fund to the Certificates in the following amounts and order of priority: (i) to the classes of Certificates related to such Interest Rate Cap Agreement, any Net Rate Carryover Amounts for such classes and such Distribution Date, pro rata on the basis of such Net Rate Carryover Amounts; (ii) to the other classes of Certificates (other than the Class M-6 Certificates) in respect of unpaid Net Rate Carryover Amounts for such classes and Distribution Date in the priorities indicated in Section 4.08 (ii) through (vii) hereof. On each Distribution Date, any excess of monies received in respect of the Interest Rate Cap Agreement over the sum of: (A) Net Rate Carryforward Amounts paid pursuant to clauses (i) and (ii) above, and (B) the excess, if any of the Required Basis Risk Reserve Fund Amount over the Class X Distributable Amount, will be distributed to the Trustee as an additional fee. For purposes of this Section 4.09(e), a class of Certificates is "related" to an Interest Rate Cap Agreement if its class designation appears in the name of such Interest Rate Cap Agreement or it is related to the Loan Group that appears in the name of such Interest Rate Cap Agreement. (g) Funds in the Interest Rate Cap Account may be invested in Eligible Investments by the Trustee maturing on or prior to the next succeeding Distribution Date. The Trustee shall account for the Interest Rate Cap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trustee shall treat amounts paid by the Interest Rate Cap Account as payments made from outside the REMICs for all Federal tax purposes. Any net investment earnings on such amounts shall be payable to the Trustee (as additional compensation for its activities hereunder) upon the termination of the Interest Rate Cap Account. The Trustee will be the owner of the Interest Rate Cap Account for federal tax purposes. In the absence of such written direction, all funds in the Interest Rate Cap Account shall remain uninvested. The Trustee shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.13(f) (other than as obligor on any such investments). Upon termination of the Trust Fund, any amounts remaining in the Interest Rate Cap Account shall be distributed to the Trustee. (h) On the Distribution Date immediately after the Distribution Date on which the aggregate Certificate Principal Balance of the Class 1AV-1, Class 2AV, Class AF-1 and Class M Certificates (other than the Class M-6 Certificates) equals zero, any amounts on deposit in the Interest Rate Cap Account not payable on such Certificates shall be distributed to the Trustee as additional compensation for its activities hereunder.

The Interest Rate Cap Agreements. (a) On the Closing Date, the Trust Administrator shall establish and maintain in its name, in trust for the benefit of the Certificateholders, the Interest Rate Cap Accounts. The Interest Rate Cap Agreements will Accounts shall be an asset of Eligible Accounts, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys held by the Trust but will not be an asset of any REMIC and any amounts received thereon shall be taxable Administrator pursuant to the Class BIO Certificateholder. The Trustee shall treat the Interest Rate Cap Agreements as having a nominal (zero) value for the Holders of the Offered Certificatesthis Agreement. (b) The Trust Administrator is hereby directed by the Depositor, on or before the Closing Date, on behalf of the Trust, to enter into the Interest Rate Cap Agreements for the benefit of the Holders of the Certificates. The Interest Rate Cap Agreements shall be assets of the Trust Fund but shall not be assets of any REMIC. The Trust Administrator shall administer to, and hold, and receive and make all payments under, the Interest Rate Cap Agreements on behalf of the Trust and the Trustee in accordance with its terms and the provisions of this Agreement. Neither the Trustee nor the Trust Administrator shall have any responsibility for the contents, adequacy or sufficiency of either Interest Rate Cap Agreement, including without limitation any representations and warranties contained therein. Any funds payable by the Trust Administrator under the Interest Rate Cap Agreements to the Interest Rate Cap Agreement Counterparty shall be paid by the Depositor. Notwithstanding anything to the contrary contained herein or in the Interest Rate Cap Agreements, neither the Trustee nor the Trust Administrator shall be required to make any payments to the Interest Rate Cap Agreement Counterparty under the Interest Rate Cap Agreements. The Trust Administrator shall deposit any amounts received with respect to the either Interest Rate Cap Agreements on an Agreement into the related Interest Rate Cap Payment Account. Notwithstanding anything in this paragraph to the contrary, for any Distribution Date into on which there is a payment under the Net Class A-2 Interest Rate Cap Agreement based on a notional balance in excess of the Class Principal Balance of the Class A-2 Certificates, or a payment under the Class A-3 Interest Rate Cap Agreement based on a notional balance in excess of the Class Principal Balance of the Class A-3 Certificates, the amount representing any such excess payment shall not be an asset of the Trust Fund but instead shall be paid into and distributed out of a separate trust created by this Agreement for the Trustee will benefit of the Class X Certificates and shall be distributed to the Class X Certificates pursuant to Section 4.01(c)(xiii). The Trust Administrator shall prepare and deliver any notices required to be delivered to the Interest Rate Cap Provider Agreement Counterparty under the Interest Rate Cap Agreements. If, however, on any Distribution Date the notional amount of The Trust Administrator shall terminate the Interest Rate Cap Agreement exceeds the aggregate balance of the Adjustable Rate Certificates, then the Trustee shall deposit in the Net Rate Cap Fund only the amount that would be payable on the Interest Rate Cap Agreement for such Distribution Date if the notional amount of such Interest Rate Cap Agreement for such date were equal to the aggregate balance of the Adjustable Rate Certificates, and the Trustee shall remit any excess amounts directly to the holder of the Class BIO Certificates. (c) The Trustee shall terminate the Cap Provider Counterparty upon the occurrence of an event of default or termination event under the related Interest Rate Cap Agreement of which a Responsible Officer of the Trustee Trust Administrator has actual knowledge. In the event that the Interest Rate Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates, and to the extent Upon such a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the Offered Certificates), execute a replacement contract comparable to the Interest Rate Cap Agreement providing interest rate protection which is equal to the then-existing protection provided by the Interest Rate Cap Agreement; provided, however, that the cost of any such replacement contract providing the same interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Cap Provider. (d) On any Distribution Date prior to the Interest Rate Cap Termination Date, if the aggregate Class Principal Balance of the Offered Certificates equals zero (but not including the Distribution Date on which such aggregate Class Principal Balance is reduced to zero), all amounts received by the Trustee with respect to the Interest Rate Cap Agreement shall be distributed directly to the Class BIO Certificateholder. (e) Prior to the Interest Rate Cap Termination Date and upon the termination of the Trusttermination, the Interest Rate Cap Agreement Counterparty may be required to pay an amount to the Trust Administrator in respect of market quotations for the replacement cost of the related Interest Rate Cap Agreement. On each Distribution Date, the Trust Administrator shall be assigned distribute amounts on deposit in the Class A-2 Interest Rate Cap Account to pay any Basis Risk Shortfall to the Class BIO CertificateholderA-2 Certificates, and amounts on deposit in the Class A-3 Interest Rate Cap Account to pay any Basis Risk Shortfall to the Class A-3 Certificates, in each case prior to giving effect to any withdrawals from the Basis Risk Reserve Fund or from amounts available to be paid in respect of Basis Risk Shortfalls as described in Section 4.01(c)(vii)on such Distribution Date. Funds in the Interest Rate Cap Accounts may be invested by the Trust Administrator at the direction of the Depositor in Eligible Investments maturing on or prior to the next succeeding Distribution Date. The Trust Administrator shall account for the Class A-3 Interest Rate Cap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trust Administrator shall treat amounts paid from the Interest Rate Cap Accounts as payments made from outside the REMIC’s for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Class X Certificateholders. The Class X Certificateholders shall be the owner of the Interest Rate Cap Accounts for federal tax purposes and the Depositor shall direct the Trust Administrator in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Interest Rate Cap Accounts shall remain uninvested. The Trust Administrator shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.09(f) (other than as obligor on any such investments). Upon termination of the Trust Fund, any amounts remaining in the Interest Rate Cap Accounts shall be distributed to the Class X Certificateholders. On the Distribution Date immediately after the Distribution Date on which the Class Principal Balance of the Class A-2 Certificates equals zero, and on the Distribution Date immediately after the Distribution Date on which the Class Principal Balance of the Class A-3 Certificates equals zero, any amounts on deposit in the Class A-2 Interest Rate Cap Account not payable on the Class A-2 Certificates and any amounts on deposit in the Class A-3 Interest Rate Cap Account not payable on the Class A-3 Certificates shall be distributed to the Class X Certificateholders. On each Distribution Date, the Trust Administrator shall distribute amounts in the Interest Rate Cap Accounts not distributed pursuant to Section 4.09(e) on that Distribution Date to the Class X Certificateholders.