Common use of The Interest Rate Cap Agreements Clause in Contracts

The Interest Rate Cap Agreements. (a) A separate trust is hereby established (the “Supplemental Interest Trust”), the corpus of which shall be held by the Supplemental Interest Trust Trustee, in trust, for the benefit of the holders of the Class 1-A-1C, Class 1-A-2B, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates. On the Closing Date, the Trust Administrator shall establish and maintain in its name on behalf of the Supplemental Interest Trust Trustee, in trust for the benefit of the Class 1-A-1C, Class 1-A-2B, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates, five Interest Rate Cap Accounts designated as the Class 1-A-1C Cap Account, Class 1-A-2B Cap Account, Class 1-M-4 Cap Account, Class 1-M-5 Cap Account and Class 1-B-1 Cap Account. Each Interest Rate Cap Account shall correspond to a particular Interest Rate Cap Agreement. The Interest Rate Cap Accounts shall be 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 Administrator pursuant to this Agreement. The Interest Rate Cap Accounts shall be an asset of the Supplemental Interest Trust, but will not be an asset of any REMIC. (b) The Trustee is hereby directed by the Depositor, solely as Supplemental Interest Trust Trustee and not in its individual capacity, on or before the Closing Date, on behalf of the Supplemental Interest Trust, to enter into the Interest Rate Cap Agreements for the benefit of the Holders of the Class 1-A-1C, Class 1-A-2B, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates and the Trust Administrator is hereby directed by the Depositor to acknowledge and agree to each of the Interest Rate Cap Agreements. The Trust Administrator shall administer to, and hold, and receive and make all payments under, each of the Interest Rate Cap Agreements on behalf of the Supplemental Interest Trust and the Supplemental Interest Trust Trustee in accordance with its terms and the provisions of this Agreement. Neither the Supplemental Interest Trustee nor the Trust Administrator shall have any responsibility for the contents, adequacy or sufficiency of the Interest Rate Cap Agreements, including, without limitation, any covenants, representations and warranties contained therein. The Interest Rate Cap Agreements will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. Any funds payable by the Supplemental Interest Trust 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 each of the Interest Rate Cap Agreements, neither the Supplemental Interest Trust Trustee nor the Trust Administrator shall be required to make any payments to the Interest Rate Cap Agreement Counterparty under any of the Interest Rate Cap Agreements. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Trust Administrator shall apply to the Trustee ’s and the Trust Administrator’s, as applicable, execution of and performance of any obligations under the Interest Rate Cap Agreements. The Trust Administrator shall deposit any amounts received with respect to each of the Interest Rate Cap Agreements into the related Interest Rate Cap Account. Notwithstanding anything in this paragraph to the contrary, for any Distribution Date on which there is a payment under any of the Interest Rate Cap Agreements based on a notional balance in excess of the aggregate Class Principal Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class 1-X Certificates and shall be distributed to the Class 1-X Certificates pursuant to Section 4.01(I)(d)(ix). (c) The Trust Administrator will prepare and deliver any notices required to be delivered to the Interest Rate Cap Agreement Counterparty under each of the Interest Rate Cap Agreements. (d) The Trust Administrator, on behalf of the Supplemental Interest Trust Trustee, shall terminate the Interest Rate Cap Agreement Counterparty upon the occurrence of an event of default under the any of the Interest Rate Cap Agreements of which a Responsible Officer of the Trust Administrator has actual knowledge. Upon such a termination, 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. (e) On each Distribution Date, the Trust Administrator shall distribute (i) amounts on deposit in each Interest Rate Cap Account to pay any Basis Risk Shortfall to the Class or Classes of Certificates to which it relates, 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(I)(d) on such Distribution Date and (ii) the aggregate amounts remaining on deposit in the Interest Rate Cap Accounts to pay any Basis Risk Shortfalls first (x) to the Class 1-A1B, Class 1-A-1C and Class 1-A-2B Certificates, pro rata based on the amount of Basis Risk Shortfalls due such Classes of Certificates, 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(I)(d) on such Distribution Date, and then (y) to the Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates, sequentially, 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(I)(d) on such Distribution Date. (f) Funds in the Interest Rate Cap Accounts may be invested in Eligible Investments by the Trust Administrator at the direction of the Depositor maturing on or prior to the next succeeding Distribution Date. The Trust Administrator shall account for the Interest Rate Cap Accounts 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 by 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 1-X Certificateholders. The Class 1-X Certificateholders will be the owner of each 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 4.11(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 1-X Certificates pursuant to Section 4.01(I)(d)(ix). (g) On each Distribution Date, the Trust Administrator shall distribute amounts in the Interest Rate Cap Accounts not distributed pursuant to Section 4.11(e) on that Distribution Date to the Class 1-X Certificateholders.

The Interest Rate Cap Agreements. (a) A separate trust is hereby established (the “Supplemental Interest Trust”), the corpus of which shall be held by the Supplemental Interest Trust Trustee, in trust, for the benefit of the holders of the Class 1-A-1C, Class 1-A-2B, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates. On the Closing Date, the Trust Administrator shall establish and maintain in its name on behalf of the Supplemental Interest Trust Trustee, in trust for the benefit of the Class 1-A-1CM-1, Class 1-A-2BM-2, Class 1-M-4M-3, Class 1-M-5 M-4 and Class 1-B-1 M-5 Certificates, five Interest Rate Cap Accounts designated as the Class 1-A-1C M-1 Interest Cap Account, Class 1-A-2B M-2 Interest Rate Cap Account, Class 1-M-3 Interest Rate Cap Account, Class 1-M-4 Cap Account, Class 1-M-5 Interest Rate Cap Account and Class 1-B-1 M-5 Interest Rate Cap Account. Each Interest Rate Cap Account shall correspond to a particular Interest Rate Cap Agreement. The Interest Rate Cap Accounts shall be 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 Administrator pursuant to this Agreement. The Interest Rate Cap Accounts shall be an asset of the Supplemental Interest Trust, but will not be an asset of any REMIC. (b) The Trustee is hereby directed by the Depositor, solely as Supplemental Interest Trust Trustee and not in its individual capacity, on or before the Closing Date, on behalf of the Supplemental Interest Trust, to enter into the Interest Rate Cap Agreements for the benefit of the Holders of the Class 1-A-1CM-1, Class 1-A-2BM-2, Class 1-M-4M-3, Class 1-M-5 M-4 and Class 1-B-1 M-5 Certificates and the Trust Administrator is hereby directed by the Depositor to acknowledge and agree to each of the Interest Rate Cap Agreements. The Trust Administrator shall administer to, and hold, and receive and make all payments under, each of the Interest Rate Cap Agreements on behalf of the Supplemental Interest Trust and the Supplemental Interest Trust Trustee in accordance with its terms and the provisions of this Agreement. Neither the Supplemental Interest Trustee nor the Trust Administrator shall have any responsibility for the contents, adequacy or sufficiency of the Interest Rate Cap Agreements, including, without limitation, any covenants, representations and warranties contained therein. The Interest Rate Cap Agreements will be an asset assets of the Supplemental Interest Trust but will not be an asset of any REMIC. Any funds payable by the Supplemental Interest Trust or Party B (as defined in the Interest Rate Cap Agreements) 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 each of the Interest Rate Cap Agreements, neither the Supplemental Interest Trust Trustee nor the Trust Administrator shall be required to make any payments to the Interest Rate Cap Agreement Counterparty under any of the Interest Rate Cap Agreements. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Trust Administrator shall apply to the Trustee Trustee’s and the Trust Administrator’s, as applicable, execution of and performance of any obligations under the Interest Rate Cap Agreements. The Trust Administrator shall deposit any amounts received with respect to each of the Interest Rate Cap Agreements into the related Interest Rate Cap Account. Notwithstanding anything in this paragraph to the contrary, for any Distribution Date on which there is a payment under any of the Interest Rate Cap Agreements based on a notional balance in excess of the aggregate Class Principal Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class 1-X Certificates and shall be distributed to the Class 1-X Certificates pursuant to Section 4.01(I)(d)(ix4.01(I)(d)(iv). (c) The Trust Administrator will prepare and deliver any notices required to be delivered to the Interest Rate Cap Agreement Counterparty under each of 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 other than the 10% cap disclosure request and the 20% cap disclosure request pursuant to Item 1115(b) of Regulation AB, which shall be delivered by the Depositor. (d) The Trust Administrator, on behalf of the Supplemental Interest Trust Trustee, shall terminate the Interest Rate Cap Agreement Counterparty upon the occurrence of an event of default under the any of the Interest Rate Cap Agreements of which a Responsible Officer of the Trust Administrator has actual knowledge. Upon such a termination, 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. (e) On each Distribution Date, the Trust Administrator shall distribute (i) amounts on deposit in each Interest Rate Cap Account to pay any Basis Risk Shortfall to the Class or Classes of Certificates to which it relates, 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(I)(d) on such Distribution Date and (ii) the aggregate amounts remaining on deposit in the Interest Rate Cap Accounts to pay any Basis Risk Shortfalls first (x) sequentially to the Class 1-A1BM-1, Class 1-A-1C M-2, Class 1-M-3, Class 1-M-4 and Class 1-A-2B M-5 Certificates, pro rata based on the amount of Basis Risk Shortfalls due such Classes of Certificates, 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(I)(d) on such Distribution Date, and then (y) to the Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates, sequentially, 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(I)(d) on such Distribution Date. (f) Funds in the Interest Rate Cap Accounts may be invested in Eligible Investments by the Trust Administrator at the direction of the Depositor maturing on or prior to the next succeeding Distribution Date. The Trust Administrator shall account for the Interest Rate Cap Accounts 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 by 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 1-X Certificateholders. The Class 1-X Certificateholders will be the owner of each 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 4.11(f4.09(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 1-X Certificates pursuant to Section 4.01(I)(d)(ix4.01(I)(d)(iv). (g) On each Distribution Date, the Trust Administrator shall distribute amounts in the Interest Rate Cap Accounts not distributed pursuant to Section 4.11(e4.09(e) on that Distribution Date to the Class 1-X Certificateholders.

The Interest Rate Cap Agreements. (a) A separate trust is hereby established (the “Supplemental Interest Trust”), the corpus of which shall be held by the Supplemental Interest Trust Trustee, in trust, for the benefit of the holders of the Class 1-A-1C, Class 1-A-2B, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates. On the Closing Date, the Trust Administrator shall establish and maintain in its name on behalf of the Supplemental Interest Trust Trustee, in trust for the benefit of the Class 1-A-1CM-1, Class 1-A-2BM-2, Class 1-M-3, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates, five six Interest Rate Cap Accounts designated as the Class 1-A-1C M-1 Interest Cap Account, Class 1-A-2B M-2 Interest Rate Cap Account, Class 1-M-3 Interest Rate Cap Account, Class 1-M-4 Interest Rate Cap Account, Class 1-M-5 Interest Rate Cap Account and Class 1-B-1 Interest Rate Cap Account. Each Interest Rate Cap Account shall correspond to a particular Interest Rate Cap Agreement. The Interest Rate Cap Accounts shall be 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 Administrator pursuant to this Agreement. The Interest Rate Cap Accounts shall be an asset of the Supplemental Interest Trust, but will not be an asset of any REMIC. (b) The Trustee is hereby directed by the Depositor, solely as Supplemental Interest Trust Trustee and not in its individual capacity, on or before the Closing Date, on behalf of the Supplemental Interest Trust, to enter into the Interest Rate Cap Agreements for the benefit of the Holders of the Class 1-A-1CM-1, Class 1-A-2BM-2, Class 1-M-3, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates and the Trust Administrator is hereby directed by the Depositor to acknowledge and agree to each of the Interest Rate Cap Agreements. The Trust Administrator shall administer to, and hold, and receive and make all payments under, each of the Interest Rate Cap Agreements on behalf of the Supplemental Interest Trust and the Supplemental Interest Trust Trustee in accordance with its terms and the provisions of this Agreement. Neither the Supplemental Interest Trustee nor the Trust Administrator shall have any responsibility for the contents, adequacy or sufficiency of the Interest Rate Cap Agreements, including, without limitation, any covenants, representations and warranties contained therein. The Interest Rate Cap Agreements will be an asset assets of the Supplemental Interest Trust but will not be an asset of any REMIC. Any funds payable by the Supplemental Interest Trust or Party B (as defined in the Interest Rate Cap Agreements) 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 each of the Interest Rate Cap Agreements, neither the Supplemental Interest Trust Trustee nor the Trust Administrator shall be required to make any payments to the Interest Rate Cap Agreement Counterparty under any of the Interest Rate Cap Agreements. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Trust Administrator shall apply to the Trustee Trustee’s and the Trust Administrator’s, as applicable, execution of and performance of any obligations under the Interest Rate Cap Agreements. The Trust Administrator shall deposit any amounts received with respect to each of the Interest Rate Cap Agreements into the related Interest Rate Cap Account. Notwithstanding anything in this paragraph to the contrary, for any Distribution Date on which there is a payment under any of the Interest Rate Cap Agreements based on a notional balance in excess of the aggregate Class Principal Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class 1-X Certificates and shall be distributed to the Class 1-X Certificates pursuant to Section 4.01(I)(d)(ix4.01(I)(d)(iv). (c) The Trust Administrator will prepare and deliver any notices required to be delivered to the Interest Rate Cap Agreement Counterparty under each of 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. (d) The Trust Administrator, on behalf of the Supplemental Interest Trust Trustee, shall terminate the Interest Rate Cap Agreement Counterparty upon the occurrence of an event of default under the any of the Interest Rate Cap Agreements of which a Responsible Officer of the Trust Administrator has actual knowledge. Upon such a termination, 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. (e) On each Distribution Date, the Trust Administrator shall distribute (i) amounts on deposit in each Interest Rate Cap Account to pay any Basis Risk Shortfall to the Class or Classes of Certificates to which it relates, 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(I)(d) on such Distribution Date and (ii) the aggregate amounts remaining on deposit in the Interest Rate Cap Accounts to pay any Basis Risk Shortfalls first (x) sequentially to the Class 1-A1BM-1, Class 1-A-1C and M-2, Class 1-A-2B CertificatesM-3, pro rata based on the amount of Basis Risk Shortfalls due such Classes of Certificates, 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(I)(d) on such Distribution Date, and then (y) to the Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates, sequentially, 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(I)(d) on such Distribution Date. (f) Funds in the Interest Rate Cap Accounts may be invested in Eligible Investments by the Trust Administrator at the direction of the Depositor maturing on or prior to the next succeeding Distribution Date. The Trust Administrator shall account for the Interest Rate Cap Accounts 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 by 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 1-X Certificateholders. The Class 1-X Certificateholders will be the owner of each 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 4.11(f4.13(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 1-X Certificates pursuant to Section 4.01(I)(d)(ix4.01(I)(d)(iv). (g) On each Distribution Date, the Trust Administrator shall distribute amounts in the Interest Rate Cap Accounts not distributed pursuant to Section 4.11(e4.13(e) on that Distribution Date to the Class 1-X Certificateholders.

The Interest Rate Cap Agreements. (a) A separate trust is hereby established (the “Supplemental Interest Trust”), the corpus of which shall be held by the Supplemental Interest Trust Trustee, in trust, for the benefit of the holders of the Class 1A-1-A-1CB-1, Class 1A-1-A-2BB-2, Class 1A-1-M-4C, Class 1A-2, Class A-3-M-5 B and Class 1M-5-B-1 B Certificates. On the Closing Date, the Trust Administrator shall establish and maintain in its name on behalf of the Supplemental Interest Trust Trustee, in trust for the benefit of the Class 1A-1-A-1CB-1, Class 1A-1-A-2BB-2, Class 1A-1-M-4C, Class 1A-2, Class A-3-M-5 B and Class 1M-5-B-1 B Certificates, five six Interest Rate Cap Accounts designated as the Class 1-A-1C Cap Account, Class 1-A-2B Cap Account, Class 1-M-4 Cap Account, Class 1-M-5 Cap Account and Class 1-B-1 Cap AccountAccounts. Each Interest Rate Cap Account shall correspond to a particular Interest Rate Cap Agreement. The Interest Rate Cap Accounts shall be 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 Administrator pursuant to this Agreement. The Interest Rate Cap Accounts shall be an asset of the Supplemental Interest Trust, but will not be an asset of any REMIC. (b) The Trustee is hereby directed by the Depositor, solely as Supplemental Interest Trust Trustee and not in its individual capacity, on or before the Closing Date, on behalf of the Supplemental Interest Trust, to enter into the Interest Rate Cap Agreements for the benefit of the Holders of the Class 1A-1-A-1CB-1, Class 1A-1-A-2BB-2, Class 1A-1-M-4C, Class 1A-2, Class A-3-M-5 B and Class 1M-5-B-1 B Certificates and the Trust Administrator is hereby directed by the Depositor to acknowledge and agree to each of the Interest Rate Cap Agreements. The Trust Administrator shall administer to, and hold, and receive and make all payments under, each of the Interest Rate Cap Agreements on behalf of the Supplemental Interest Trust and the Supplemental Interest Trust Trustee in accordance with its terms and the provisions of this Agreement. Neither the Supplemental Interest Trustee nor the Trust Administrator shall have any responsibility for the contents, adequacy or sufficiency of the Interest Rate Cap Agreements, including, without limitation, any covenants, representations and warranties contained therein. The Interest Rate Cap Agreements will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. Any funds payable by the Supplemental Interest Trust 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 each of the Interest Rate Cap Agreements, neither the Supplemental Interest Trust Trustee nor the Trust Administrator shall be required to make any payments to the Interest Rate Cap Agreement Counterparty under any of the Interest Rate Cap Agreements. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Trust Administrator shall apply to the Trustee ’s and the Trust Administrator’s, as applicable, execution of and performance of any obligations under the Interest Rate Cap Agreements. The Trust Administrator shall deposit any amounts received with respect to each of the Interest Rate Cap Agreements into the related Interest Rate Cap Account. Notwithstanding anything in this paragraph to the contrary, for any Distribution Date on which there is a payment under any of the Interest Rate Cap Agreements based on a notional balance in excess of the aggregate Class Principal Balance of the LIBOR Senior Certificates and the Subordinate Certificates (other than the Class X Certificates), the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class 1-X Certificates and shall be distributed to the Class 1-X Certificates pursuant to Section 4.01(I)(d)(ix4.01(d)(xi). (c) The Trust Administrator will prepare and deliver any notices required to be delivered to the Interest Rate Cap Agreement Counterparty under each of the Interest Rate Cap Agreements. (d) The Trust Administrator, on behalf of the Supplemental Interest Trust Trustee, shall terminate the Interest Rate Cap Agreement Counterparty upon the occurrence of an event of default under the any of the Interest Rate Cap Agreements of which a Responsible Officer of the Trust Administrator has actual knowledge. Upon such a termination, 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. (e) On each Distribution Date, the Trust Administrator shall distribute (i) amounts on deposit in each Interest Rate Cap Account to pay any Basis Risk Shortfall to the Class or Classes of Certificates to which it relates, 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(I)(d4.01(d) on such Distribution Date and (ii) the aggregate amounts remaining on deposit in the Interest Rate Cap Accounts to pay any Basis Risk Shortfalls first (x) to the Class 1-A1B, Class 1-A-1C and Class 1-A-2B LIBOR Certificates, pro rata based on the amount of Basis Risk Shortfalls due such Classes of Certificates, 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(I)(d4.01(d) on such Distribution Date, and then (y) to the Class 1M-5-M-4, Class 1-M-5 and Class 1-B-1 B Certificates, sequentially, 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(I)(d4.01(d) on such Distribution Date. (f) Funds in the Interest Rate Cap Accounts may be invested in Eligible Investments by the Trust Administrator at the direction of the Depositor maturing on or prior to the next succeeding Distribution Date. The Trust Administrator shall account for the Interest Rate Cap Accounts 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 by 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 1-X Certificateholders. The Class 1-X Certificateholders will be the owner of each 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 4.11(f4.09(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 1-X Certificates pursuant to Section 4.01(I)(d)(ix4.01(d)(xi). (g) On each Distribution Date, the Trust Administrator shall distribute amounts in the Interest Rate Cap Accounts not distributed pursuant to Section 4.11(e4.09(e) on that Distribution Date to the Class 1-X Certificateholders.

The Interest Rate Cap Agreements. (a) A separate trust is hereby established (the “Supplemental Interest Trust”), the corpus of which shall be held by the Supplemental Interest Trust Trustee, in trust, for the benefit of the holders of the Class 1-A-1C, Class 1-A-2B, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates. On the Closing Date, the Trust Administrator shall establish and maintain in its name on behalf of the Supplemental Interest Trust Trustee, in trust for the benefit of the Class 1-A-1C, Class 1-A-2B, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates, five Interest Rate Cap Accounts designated as the Class 1-A-1C Interest Rate Cap Account, Class 1-A-2B Interest Rate Cap Account, Class 1-M-4 Interest Rate Cap Account, Class 1-M-5 Interest Rate Cap Account and Class 1-B-1 Interest Rate Cap Account. Each Interest Rate Cap Account shall correspond to a particular Interest Rate Cap Agreement. The Interest Rate Cap Accounts shall be 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 Administrator pursuant to this Agreement. The Interest Rate Cap Accounts shall be an asset of the Supplemental Interest Trust, but will not be an asset of any REMIC. (b) The Trustee is hereby directed by the Depositor, solely as Supplemental Interest Trust Trustee and not in its individual capacity, on or before the Closing Date, on behalf of the Supplemental Interest Trust, to enter into the Interest Rate Cap Agreements for the benefit of the Holders of the Class 1-A-1C, Class 1-A-2B, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates and the Trust Administrator is hereby directed by the Depositor to acknowledge and agree to each of the Interest Rate Cap Agreements. The Trust Administrator shall administer to, and hold, and receive and make all payments under, each of the Interest Rate Cap Agreements on behalf of the Supplemental Interest Trust and the Supplemental Interest Trust Trustee in accordance with its terms and the provisions of this Agreement. Neither the Supplemental Interest Trustee nor the Trust Administrator shall have any responsibility for the contents, adequacy or sufficiency of the Interest Rate Cap Agreements, including, without limitation, any covenants, representations and warranties contained therein. The Interest Rate Cap Agreements will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. Any funds payable by the Supplemental Interest Trust or Supplemental Interest Trust Trustee 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 each of the Interest Rate Cap Agreements, neither the Supplemental Interest Trust Trustee nor the Trust Administrator shall be required to make any payments to the Interest Rate Cap Agreement Counterparty under any of the Interest Rate Cap Agreements. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Trust Administrator shall apply to the Trustee ’s and the Trust Administrator’s, as applicable, execution of and performance of any obligations under the Interest Rate Cap Agreements. The Trust Administrator shall deposit any amounts received with respect to each of the Interest Rate Cap Agreements into the related Interest Rate Cap Account. Notwithstanding anything in this paragraph to the contrary, for any Distribution Date on which there is a payment under any of the Interest Rate Cap Agreements based on a notional balance in excess of the aggregate Class Principal Balance of the LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class 1-X Certificates and shall be distributed to the Class 1-X Certificates pursuant to Section 4.01(I)(d)(ix). (c) The Trust Administrator will prepare and deliver any notices required to be delivered to the Interest Rate Cap Agreement Counterparty under each of 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. (d) The Trust Administrator, on behalf of the Supplemental Interest Trust Trustee, shall terminate the Interest Rate Cap Agreement Counterparty upon the occurrence of an event of default under the any of the Interest Rate Cap Agreements of which a Responsible Officer of the Trust Administrator has actual knowledge. Upon such a termination, 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. (e) On each Distribution Date, the Trust Administrator shall distribute (i) amounts on deposit in each Interest Rate Cap Account to pay any Basis Risk Shortfall to the Class or Classes of Certificates to which it relates, 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(I)(d) on such Distribution Date and (ii) the aggregate amounts remaining on deposit in the Interest Rate Cap Accounts to pay any Basis Risk Shortfalls first (x) to the Class 1-A1B, Class 1-A-1C and Class 1-A-2B Certificates, pro rata based on the amount of Basis Risk Shortfalls due such Classes of Certificates, 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(I)(d) on such Distribution Date, and then (y) to the Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates, sequentially, 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(I)(d) on such Distribution Date. (f) Funds in the Interest Rate Cap Accounts may be invested in Eligible Investments by the Trust Administrator at the direction of the Depositor maturing on or prior to the next succeeding Distribution Date. The Trust Administrator shall account for the Interest Rate Cap Accounts 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 by 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 1-X Certificateholders. The Class 1-X Certificateholders will be the owner of each 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 4.11(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 1-X Certificates pursuant to Section 4.01(I)(d)(ix). (g) On each Distribution Date, the Trust Administrator shall distribute amounts in the Interest Rate Cap Accounts not distributed pursuant to Section 4.11(e) on that Distribution Date to the Class 1-X Certificateholders.

The Interest Rate Cap Agreements. (a) A separate trust is hereby established (the “Supplemental Interest Trust”), the corpus of which shall be held by the Supplemental Interest Trust Trustee, in trust, for the benefit of the holders of the Class 1A-1-A-1CB-1, Class 1A-1-A-2BB-2, Class 1A-1-M-4C, Class 1A-2, Class A-3-M-5 B, Class M-1, Class M-2-B and Class 1-B-1 M-6 Certificates. On the Closing Date, the Trust Administrator shall establish and maintain in its name on behalf of the Supplemental Interest Trust Trustee, in trust for the benefit of the Class 1A-1-A-1CB-1, Class 1A-1-A-2BB-2, Class 1A-1-M-4C, Class 1A-2, Class A-3-M-5 B, Class M-1, Class M-2-B and Class 1-B-1 M-6 Certificates, five eight Interest Rate Cap Accounts designated as the Class 1-A-1C Cap Account, Class 1-A-2B Cap Account, Class 1-M-4 Cap Account, Class 1-M-5 Cap Account and Class 1-B-1 Cap AccountAccounts. Each Interest Rate Cap Account shall correspond to a particular Interest Rate Cap Agreement. The Interest Rate Cap Accounts shall be 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 Administrator pursuant to this Agreement. The Interest Rate Cap Accounts shall be an asset of the Supplemental Interest Trust, but will not be an asset of any REMIC. (b) The Trustee is hereby directed by the Depositor, solely as Supplemental Interest Trust Trustee and not in its individual capacity, on or before the Closing Date, on behalf of the Supplemental Interest Trust, to enter into the Interest Rate Cap Agreements for the benefit of the Holders of the Class 1A-1-A-1CB-1, Class 1A-1-A-2BB-2, Class 1A-1-M-4C, Class 1A-2, Class A-3-M-5 B, Class M-1, Class M-2-B and Class 1-B-1 M-6 Certificates and the Trust Administrator is hereby directed by the Depositor to acknowledge and agree to each of the Interest Rate Cap Agreements. The Trust Administrator shall administer to, and hold, and receive and make all payments under, each of the Interest Rate Cap Agreements on behalf of the Supplemental Interest Trust and the Supplemental Interest Trust Trustee in accordance with its terms and the provisions of this Agreement. Neither the Supplemental Interest Trustee nor the Trust Administrator shall have any responsibility for the contents, adequacy or sufficiency of the Interest Rate Cap Agreements, including, without limitation, any covenants, representations and warranties contained therein. The Interest Rate Cap Agreements will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. Any funds payable by the Supplemental Interest Trust 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 each of the Interest Rate Cap Agreements, neither the Supplemental Interest Trust Trustee nor the Trust Administrator shall be required to make any payments to the Interest Rate Cap Agreement Counterparty under any of the Interest Rate Cap Agreements. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Trust Administrator shall apply to the Trustee ’s and the Trust Administrator’s, as applicable, execution of and performance of any obligations under the Interest Rate Cap Agreements. The Trust Administrator shall deposit any amounts received with respect to each of the Interest Rate Cap Agreements into the related Interest Rate Cap Account. Notwithstanding anything in this paragraph to the contrary, for any Distribution Date on which there is a payment under any of the Interest Rate Cap Agreements based on a notional balance in excess of the aggregate Class Principal Balance of the LIBOR Senior Certificates and the Subordinate Certificates (other than the Class X Certificates), the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class 1-X Certificates and shall be distributed to the Class 1-X Certificates pursuant to Section 4.01(I)(d)(ix4.01(I)(d)(x). (c) The Trust Administrator will prepare and deliver any notices required to be delivered to the Interest Rate Cap Agreement Counterparty under each of the Interest Rate Cap Agreements. (d) The Trust Administrator, on behalf of the Supplemental Interest Trust Trustee, shall terminate the Interest Rate Cap Agreement Counterparty upon the occurrence of an event of default under the any of the Interest Rate Cap Agreements of which a Responsible Officer of the Trust Administrator has actual knowledge. Upon such a termination, 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. (e) On each Distribution Date, the Trust Administrator shall distribute (i) amounts on deposit in each Interest Rate Cap Account to pay any Basis Risk Shortfall to the Class or Classes of Certificates to which it relates, 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(I)(d) on such Distribution Date and (ii) the aggregate amounts remaining on deposit in the Interest Rate Cap Accounts to pay any Basis Risk Shortfalls first (x) to the Class 1-A1B, Class 1-A-1C and Class 1-A-2B CertificatesSenior Certificates , pro rata based on the amount of Basis Risk Shortfalls due such Classes of Certificates, 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(I)(d) on such Distribution Date, and then (y) to the Subordinate Certificates (other than the Class 1-M-4, Class 1-M-5 and Class 1-B-1 X Certificates), sequentially, in order of payment priority, 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(I)(d) on such Distribution Date. (f) Funds in the Interest Rate Cap Accounts may be invested in Eligible Investments by the Trust Administrator at the direction of the Depositor maturing on or prior to the next succeeding Distribution Date. The Trust Administrator shall account for the Interest Rate Cap Accounts 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 by 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 1-X Certificateholders. The Class 1-X Certificateholders will be the owner of each 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 4.11(f4.09(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 1-X Certificates pursuant to Section 4.01(I)(d)(ix4.01(I)(d)(x). (g) On each Distribution Date, the Trust Administrator shall distribute amounts in the Interest Rate Cap Accounts not distributed pursuant to Section 4.11(e4.09(e) on that Distribution Date to the Class 1-X Certificateholders.