Common use of The Swap Contracts Clause in Contracts

The Swap Contracts. Countrywide shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transactions evidenced by the Swap Contracts to, and shall cause all of its obligations in respect of each such transaction to be assumed by, the Swap Contract Administrator, on the terms and conditions set forth in the Swap Contract Assignment Agreement. The Trustee’s rights to receive certain proceeds of the Swap Contracts as provided in the Swap Contract Administration Agreement shall be rights of the Trustee as Swap Trustee hereunder, shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund or of any REMIC. The Swap Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator with respect to each Swap Contract into the related Swap Account. The Master Servicer shall deposit any amounts received on behalf of the Swap Trustee from time to time with respect to each Swap Contract into the related Swap Account. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Ratings Threshold (as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Required Ratings Threshold (as defined in the ISDA Master Agreement), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Master Agreement) from the Swap Counterparty on each Valuation Date (as defined in the ISDA Master Agreement) and to perform its other obligations in accordance with the ISDA Master Agreement and (ii) take such other action required under the ISDA Master Agreement. If a Delivery Amount is demanded, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall establish an account to hold cash and other eligible investments pledged under the ISDA Master Agreement. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) pledged under the ISDA Master Agreement shall not be part of the Distribution Account or any Swap Account unless remitted to such accounts by the Swap Contract Administrator in accordance with the Swap Contract Administration Agreement. If Eligible Collateral (as defined in the ISDA Master Agreement) with a value equal to the Delivery Amount is not delivered to the Swap Contract Administrator by the Swap Counterparty, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failure. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the ISDA Master Agreement) or Termination Event (as defined in the ISDA Master Agreement) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the ISDA Master Agreement), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of a Swap Contract under the circumstances contemplated by this Section 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the ISDA Master Agreement and consistent with the terms hereof. Any Swap Termination Payment received from the Swap Counterparty shall be used to pay any upfront amount required under any replacement swap contract and any excess shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be held in the Swap Administration Account and distributed to the Swap Trustee on future Distribution Date for deposit into the related Swap Account to the extent necessary to make distributions on the related Class of Swap Certificates. In the event that a replacement swap is procured and the replacement counterparty pays an upfront amount to the Swap Contract Administrator in connection with the execution of the replacement swap contract, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall remit to the Swap Trustee such upfront amount to be included in Interest Funds and the Principal Distribution Amount for the following Distribution Date to the extent that a Swap Termination Payment is payable to the Swap Counterparty in connection with the termination of the original Swap Contract (or was previously paid to the Swap Counterparty and Interest Funds and the Principal Distribution Amount for one or more preceding Distribution Dates were used to cover such Swap Termination Payment). Any upfront amount paid by a replacement counterparty that is not remitted by the Swap Contract Administrator to the Swap Trustee to cover any Swap Termination Payment payable or previously paid to the Swap Counterparty in respect of the original Swap Contract for the following Distribution Date shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. The Trustee shall provide the Swap Contract Administrator with all information necessary to make payments to the Swap Trustee pursuant to this paragraph. The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s rights explicitly specified herein as if a party hereto.

The Swap Contracts. Countrywide shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transactions evidenced by the Swap Contracts to, and shall cause all of its obligations in respect of each such transaction to be assumed by, the Swap Contract Administrator, on the terms and conditions set forth in the Swap Contract Assignment Agreement. The Trustee’s rights to receive certain proceeds of the each Swap Contracts Contract as provided in the Swap Contract Administration Agreement shall be rights of the Trustee as the Swap Trustee hereunder, shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund or of any REMIC. The Swap Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator with respect to each Swap Contract into the related Swap Account. The Master Servicer shall deposit any amounts received on behalf of On the Business Day preceding each Distribution Date, the Swap Trustee from time to time with respect to each shall notify the Swap Contract into Administrator of any amounts distributable to the related Certificate Swap AccountCertificates pursuant to Section 4.02(d)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the Certificate Swap Certificates and the Class Certificate Balance of each Class of NDI Swap Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Ratings Threshold a Collateral Event (as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Required Ratings Threshold (as defined in the related ISDA Master Agreement), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment delivery of the Delivery Amount (as defined in the related ISDA Master Agreement) from the related Swap Counterparty on each Valuation Date (as defined in the related ISDA Master Agreement), if applicable, (ii) deliver to the related Swap Counterparty the Return Amount (as defined in the related ISDA Master Agreement) on each Valuation Date, if applicable, as well as Distributions and the Interest Amount (each as defined in the related ISDA Master Agreement), to perform its other obligations in accordance with the extent required under that ISDA Master Agreement and (iiiii) take such other action required under the related ISDA Master Agreement. If a Delivery Amount is demanded, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall establish an open and maintain a segregated account to hold cash and other eligible investments pledged under meeting the requirements set forth in the related ISDA Master Agreement. Any cash or other Eligible Collateral (as defined in the related ISDA Master Agreement) pledged under the related ISDA Master Agreement shall not be part of the Distribution Account or any Swap Account unless remitted to such accounts by the Swap Contract Administrator in accordance with the Swap Contract Administration Agreement. If Eligible Collateral with a Value (as defined in the related ISDA Master Agreement) with a value equal to the Delivery Amount is not delivered to the Swap Contract Administrator by the related Swap Counterparty, the Swap Trustee shall direct the Swap Contract Administrator to notify the related Swap Counterparty and Countrywide of such failure. Upon the Swap Trustee obtaining actual knowledge of an Event of Default or Termination Event (each as defined in the ISDA Master Agreement) or Termination Event (as defined in the related ISDA Master Agreement) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the related ISDA Master Agreement), the Swap Trustee shall act at the written direction of the Depositor Countrywide as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that following such Event of Default or Termination Event and before directing the Swap Contract Administrator to designate an Early Termination Date, the Swap Trustee shall provide written notice to each Rating Agency following Agency. Following the Event designation of Default or an Early Termination Event. Upon the termination of a Swap Contract under the circumstances contemplated by this Section 3.19Date, (i) the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by under the terms of the related ISDA Master Agreement and consistent with the terms hereof, (ii) Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms that are substantially the same as those of the original Swap Contract and (iii) the Swap Trustee shall direct the Swap Contract Administrator to request the related Swap Counterparty to assist in procuring a replacement swap contract with terms that are substantially the same as those of the original Swap Contract. Any Swap Termination Payment received from the a Swap Counterparty shall be used to pay any upfront amount required under any replacement swap contract and any excess shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the a Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be held in retained by the Swap Administration Account Contract Administrator and distributed remitted to the Swap Trustee on future subsequent Distribution Date for deposit into Dates up to and including the related Swap Account Contract Termination Date (i) in the case of a Certificate Swap Termination Payment, to pay any amounts distributable to the extent necessary Certificate Swap Certificates pursuant to make Section 4.02(d)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c) and (ii) in the case of a NDI Swap Termination Payment, to pay any amounts distributable to the related Class of NDI Swap Certificates. In the event that a replacement swap is procured and the replacement counterparty pays an upfront amount Certificates pursuant to the Swap Contract Administrator in connection with the execution of the replacement swap contract, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall remit to the Swap Trustee such upfront amount Section 4.02(e) following all distributions to be included in Interest Funds and the Principal Distribution Amount for the following made on such Distribution Date pursuant to the extent that a Section 4.02(a) through (d). Any portion of such Swap Termination Payment is payable to remaining after the Swap Counterparty in connection with the termination of the original related Swap Contract (or was previously paid to the Swap Counterparty and Interest Funds and the Principal Distribution Amount for one or more preceding Distribution Dates were used to cover such Swap Termination Payment). Any upfront amount paid by a replacement counterparty that is not remitted by the Swap Contract Administrator to the Swap Trustee to cover any Swap Termination Payment payable or previously paid to the Swap Counterparty in respect of the original Swap Contract for the following Distribution Date shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. The Trustee shall provide In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract Administrator in connection with all information necessary entering into the replacement swap contract and such upfront amount is received by the Swap Contract Administrator prior to the Distribution Date on which any Swap Termination Payment will be payable to the related Swap Counterparty in respect of the original swap contract, a portion of that upfront amount equal to the lesser of (x) that upfront amount and (y) the amount of the Swap Termination Payment due to the related Swap Counterparty in respect of the original swap contract (the “Adjusted Replacement Upfront Amount”) shall be included in Interest Funds for that Distribution Date, and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make payments distributions in respect of any Class of Certificates. If any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the related Swap Counterparty in respect of the original swap contract, such upfront amount shall be retained by the Swap Contract Administrator and remitted to the Swap Trustee on subsequent Distribution Dates up to and including the related Swap Contract Termination Date (i) in the case of the Certificate Swap Contract, to pay any amounts distributable to the Certificate Swap Certificates pursuant to this paragraphSection 4.02(d)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c) and (ii) in the case of a NDI Swap Contract, to pay any amounts distributable to the related Class of NDI Swap Certificates pursuant to Section 4.02(e) following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (d). The Each Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the such Swap Counterparty’s rights explicitly specified herein as if a party hereto.

The Swap Contracts. Countrywide The Depositor shall cause The Bank of New York the Swap Trustee to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the two interest rate swap transactions evidenced by the Swap Contracts to, and shall cause all of its obligations in respect of each such transaction to be assumed by, the Class A-1 Swap Contract Administrator, on and the terms and conditions set forth in the Certificate Swap Contract Assignment AgreementContract. The Swap Trustee’s 's rights to receive certain proceeds of the Swap Contracts as provided in the Swap Contract Administration Agreement shall be rights of the Swap Trustee as Swap Trustee hereunderunder this Agreement, shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund or nor of any REMIC. The Swap Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator Counterparty with respect to each the Class A-1 Swap Contract into the related Class A-1 Swap Account and any amounts received from time to time from the Swap Counterparty with respect to the Certificate Swap Contract into the Certificate Swap Account. The Master Servicer shall deposit any amounts received on behalf of the Swap Trustee from time to time (i) with respect to each the Certificate Swap Contract into the related Certificate Swap Account and (ii) with respect to the Class A-1 Swap Contract into the Class A-1 Swap Account.. On the Business Day preceding each Distribution Date, the Swap Trustee shall notify the Trustee of any amounts distributable to the Swap Certificates pursuant to Section 4.02(h)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). Upon the Swap Contract Administrator Trustee obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Ratings Threshold Rating Thresholds (as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Required Ratings Threshold (as defined in the ISDA Master AgreementContract), the Swap Trustee shall direct negotiate an ISDA Credit Support Annex with the Swap Contract Administrator to (i) Counterparty that meets the terms of the Swap Contract. If an ISDA Credit Support Annex is negotiated, the Swap Trustee shall demand payment of the Delivery Amount (as defined in the ISDA Master Agreement) from Credit Support Annex). In addition, if an ISDA Credit Support 66 Annex is negotiated, the Swap Counterparty on each Valuation Date (as defined in the ISDA Master Agreement) and to perform its other obligations Trustee shall set up an account in accordance with the ISDA Master Agreement and (ii) take such other action required under the ISDA Master Agreement. If a Delivery Amount is demanded, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall establish an account Section 4.08 to hold cash and or other eligible investments pledged under the such ISDA Master AgreementCredit Support Annex. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) eligible investments pledged under the an ISDA Master Agreement Credit Support Annex shall not be part of the Swap Account or the Distribution Account or any Swap Account unless remitted to such accounts by the Swap Contract Administrator they are applied in accordance with the Swap Contract Administration Agreement. If Eligible Collateral (as defined in the such ISDA Master Agreement) with Credit Support Annex to make a value equal to the Delivery Amount is not delivered payment due to the Swap Contract Administrator by Trustee pursuant to the Swap Counterparty, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failureContracts. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the ISDA Master AgreementSwap Contract) or Termination Event (as defined in the ISDA Master Agreementa Swap Contract) for which the Swap Contract Administrator Trustee has the right to designate an Early Termination Date (as defined in the ISDA Master Agreementa Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of a Swap Contract under the circumstances contemplated by this Section 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the its rights of the Swap Contract Administrator as may be permitted by the terms of the ISDA Master Agreement such Swap Contract and consistent with the terms hereof. In the event that the Swap Counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Trustee, any portion of such upfront amount paid by a Swap Counterparty in respect of a replacement swap contract that is remitted to the Swap Trustee shall be available, to the extent that Interest Funds and the Principal Remittance Amount were used on prior Distribution Dates to cover any Swap Termination Payments due to the Swap Counterparty under the original Swap Contract, for distribution on each succeeding Distribution Date in the manner described in Section 4.02(d). Any portion of any Net Swap Payment or Swap Termination Payment received from payable by the Swap Counterparty shall and not remitted to the Swap Trustee with respect to any Distribution Date will be used remitted to pay any upfront amount required under any replacement swap contract and any excess shall be distributed to Countrywide Deutsche Bank Securities Inc. and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be held in the Swap Administration Account and distributed to the Swap Trustee on future Distribution Date for deposit into the related Swap Account to the extent necessary to make distributions on the related Class of Swap Certificates. In the event that a replacement swap is procured and the replacement counterparty pays an upfront amount to the Swap Contract Administrator in connection with the execution of the replacement swap contract, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall remit to the Swap Trustee such upfront amount to be included in Interest Funds and the Principal Distribution Amount for the following Distribution Date to the extent that a Swap Termination Payment is payable to the Swap Counterparty in connection with the termination of the original Swap Contract (or was previously paid to the Swap Counterparty and Interest Funds and the Principal Distribution Amount for one or more preceding Distribution Dates were used to cover such Swap Termination Payment). Any upfront amount paid by a replacement counterparty that is not remitted by the Swap Contract Administrator to the Swap Trustee to cover any Swap Termination Payment payable or previously paid to the Swap Counterparty in respect of the original Swap Contract for the following Distribution Date shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. The Trustee shall provide the Swap Contract Administrator with all information necessary to make payments to the Swap Trustee pursuant to this paragraph. The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s 's rights explicitly specified herein as if a party hereto.

The Swap Contracts. Countrywide The Depositor shall cause The Bank of New York the Swap Trustee to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the two interest rate swap transactions evidenced by the Swap Contracts to, and shall cause all of its obligations in respect of each such transaction to be assumed by, the Class A-1 Swap Contract Administrator, on and the terms and conditions set forth in the Certificate Swap Contract Assignment AgreementContract. The Swap Trustee’s 's rights to receive certain proceeds of the Swap Contracts as provided in the Swap Contract Administration Agreement shall be rights of the Swap Trustee as Swap Trustee hereunderunder this Agreement, shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund or nor of any REMIC. The Swap Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator Counterparty with respect to each the Class A-1 Swap Contract into the related Class A-1 Swap Account and any amounts received from time to time from the Swap Counterparty with respect to the Certificate Swap Contract into the Certificate Swap Account. The Master Servicer shall deposit any amounts received on behalf of the Swap Trustee from time to time (i) with respect to each the Certificate Swap Contract into the related Certificate Swap Account and (ii) with respect to the Class A-1 Swap Contract into the Class A-1 Swap Account. On the Business Day preceding each Distribution Date, the Swap Trustee shall notify the Trustee of any amounts distributable to the Swap Certificates pursuant to Section 4.02(h)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). Upon the Swap Contract Administrator Trustee obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Ratings Threshold Rating Thresholds (as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Required Ratings Threshold (as defined in the ISDA Master AgreementContract), the Swap Trustee shall direct negotiate an ISDA Credit Support Annex with the Swap Contract Administrator to (i) Counterparty that meets the terms of the Swap Contract. If an ISDA Credit Support Annex is negotiated, the Swap Trustee shall demand payment of the Delivery Amount (as defined in the ISDA Master Agreement) from Credit Support Annex). In addition, if an ISDA Credit Support Annex is negotiated, the Swap Counterparty on each Valuation Date (as defined in the ISDA Master Agreement) and to perform its other obligations Trustee shall set up an account in accordance with the ISDA Master Agreement and (ii) take such other action required under the ISDA Master Agreement. If a Delivery Amount is demanded, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall establish an account Section 4.08 to hold cash and or other eligible investments pledged under the such ISDA Master AgreementCredit Support Annex. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) eligible investments pledged under the an ISDA Master Agreement Credit Support Annex shall not be part of the Swap Account or the Distribution Account or any Swap Account unless remitted to such accounts by the Swap Contract Administrator they are applied in accordance with the Swap Contract Administration Agreement. If Eligible Collateral (as defined in the such ISDA Master Agreement) with Credit Support Annex to make a value equal to the Delivery Amount is not delivered payment due to the Swap Contract Administrator by Trustee pursuant to the Swap Counterparty, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failureContracts. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the ISDA Master AgreementSwap Contract) or Termination Event (as defined in the ISDA Master Agreementa Swap Contract) for which the Swap Contract Administrator Trustee has the right to designate an Early Termination Date (as defined in the ISDA Master Agreementa Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of a Swap Contract under the circumstances contemplated by this Section 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the its rights of the Swap Contract Administrator as may be permitted by the terms of the ISDA Master Agreement such Swap Contract and consistent with the terms hereof. In the event that the Swap Counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Trustee, any portion of such upfront amount paid by a Swap Counterparty in respect of a replacement swap contract that is remitted to the Swap Trustee shall be available, to the extent that Interest Funds and the Principal Remittance Amount were used on prior Distribution Dates to cover any Swap Termination Payments due to the Swap Counterparty under the original Swap Contract, for distribution on each succeeding Distribution Date in the manner described in Section 4.02(d). Any portion of any Net Swap Payment or Swap Termination Payment received from payable by the Swap Counterparty shall and not remitted to the Swap Trustee with respect to any Distribution Date will be used remitted to pay any upfront amount required under any replacement swap contract and any excess shall be distributed to Countrywide Deutsche Bank Securities Inc. and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be held in the Swap Administration Account and distributed to the Swap Trustee on future Distribution Date for deposit into the related Swap Account to the extent necessary to make distributions on the related Class of Swap Certificates. In the event that a replacement swap is procured and the replacement counterparty pays an upfront amount to the Swap Contract Administrator in connection with the execution of the replacement swap contract, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall remit to the Swap Trustee such upfront amount to be included in Interest Funds and the Principal Distribution Amount for the following Distribution Date to the extent that a Swap Termination Payment is payable to the Swap Counterparty in connection with the termination of the original Swap Contract (or was previously paid to the Swap Counterparty and Interest Funds and the Principal Distribution Amount for one or more preceding Distribution Dates were used to cover such Swap Termination Payment). Any upfront amount paid by a replacement counterparty that is not remitted by the Swap Contract Administrator to the Swap Trustee to cover any Swap Termination Payment payable or previously paid to the Swap Counterparty in respect of the original Swap Contract for the following Distribution Date shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. The Trustee shall provide the Swap Contract Administrator with all information necessary to make payments to the Swap Trustee pursuant to this paragraph. The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s 's rights explicitly specified herein as if a party hereto.

The Swap Contracts. Countrywide The Depositor shall cause The Bank of New York the Swap Trustee to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the two interest rate swap transactions evidenced by the Swap Contracts to, and shall cause all of its obligations in respect of each such transaction to be assumed by, the Class 2-A-1 Swap Contract Administrator, on and the terms and conditions set forth in the Certificate Swap Contract Assignment AgreementContract. The Swap Trustee’s 's rights to receive certain proceeds of the Swap Contracts as provided in the Swap Contract Administration Agreement shall be rights of the Swap Trustee as Swap Trustee hereunderunder this Agreement, shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund or nor of any REMIC. The Swap Trustee shall deposit any amounts received from time to time from the Class 2-A-1 Swap Contract Administrator Counterparty with respect to each the Class 2-A-1 Swap Contract into the related Class 2-A-1 Swap Account and any amounts received from time to time from the Certificate Swap Counterparty with respect to the Certificate Swap Contract into the Certificate Swap Account. The Master Servicer shall deposit any amounts received on behalf of the Swap Trustee from time to time (i) with respect to each the Certificate Swap Contract into the related Certificate Swap Account and (ii) with respect to the Class 2-A-1 Swap Contract into the Class 2-A-1 Swap Account. The Swap Trustee shall be subject to a standard of care identical to that of the Trustee under Article Eight of this Agreement. On the Business Day preceding each Distribution Date, the Swap Trustee shall notify the Trustee of any amounts distributable to the Swap Certificates pursuant to Section 4.02(h)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). Upon the Swap Contract Administrator Trustee obtaining actual knowledge of the rating of the a Swap Counterparty falling below the Approved Ratings Threshold Rating Thresholds (as defined in the ISDA Master Agreement) or upon the applicable Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Required Ratings Threshold (as defined in the ISDA Master AgreementContract), the Swap Trustee shall direct negotiate an ISDA Credit Support Annex with the applicable Swap Counterparty that meets the terms of the Swap Contract Administrator to (i) Contract. If an ISDA Credit Support Annex is negotiated, the Swap Trustee shall demand payment of the Delivery Amount (as defined in the ISDA Master Agreement) from Credit Support Annex). In addition, if an ISDA Credit Support Annex is negotiated, the Swap Counterparty on each Valuation Date (as defined in the ISDA Master Agreement) and to perform its other obligations Trustee shall set up an account in accordance with the ISDA Master Agreement and (ii) take such other action required under the ISDA Master Agreement. If a Delivery Amount is demanded, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall establish an account Section 4.08 to hold cash and or other eligible investments pledged under the such ISDA Master AgreementCredit Support Annex. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) eligible investments pledged under the an ISDA Master Agreement Credit Support Annex shall not be part of the Swap Account or the Distribution Account or any Swap Account unless remitted to such accounts by the Swap Contract Administrator they are applied in accordance with the Swap Contract Administration Agreement. If Eligible Collateral (as defined in the such ISDA Master Agreement) with Credit Support Annex to make a value equal to the Delivery Amount is not delivered payment due to the Swap Contract Administrator by Trustee pursuant to the Swap Counterparty, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failureContracts. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the ISDA Master Agreementapplicable Swap Contract) or Termination Event (as defined in the ISDA Master Agreementapplicable Swap Contract) for which the Swap Contract Administrator Trustee has the right to designate an Early Termination Date (as defined in the ISDA Master Agreementa Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of a Swap Contract under the circumstances contemplated by this Section 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the its rights of the Swap Contract Administrator as may be permitted by the terms of the ISDA Master Agreement such Swap Contract and consistent with the terms hereof. In the event that a Swap Counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Trustee, any portion of such upfront amount paid by a Swap Counterparty in respect of a replacement swap contract that is remitted to the Swap Trustee shall be available, to the extent that Interest Funds and the Principal Remittance Amount were used on prior Distribution Dates to cover any Swap Termination Payments due to that Swap Counterparty under the original applicable Swap Contract, for distribution on each succeeding Distribution Date in the manner described in Section 4.02(d). Any portion of any Net Swap Payment or Swap Termination Payment received from payable by the applicable Swap Counterparty and not remitted to the Swap Counterparty shall Trustee with respect to any Distribution Date will be used remitted to pay any upfront amount required under any replacement swap contract and any excess shall be distributed to Countrywide Deutsche Bank Securities Inc. and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be held in the Swap Administration Account and distributed to the Swap Trustee on future Distribution Date for deposit into the related Swap Account to the extent necessary to make distributions on the related Class of Swap Certificates. In the event that a replacement swap is procured and the replacement counterparty pays an upfront amount to the Swap Contract Administrator in connection with the execution of the replacement swap contract, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall remit to the Swap Trustee such upfront amount to be included in Interest Funds and the Principal Distribution Amount for the following Distribution Date to the extent that a Swap Termination Payment is payable to the Swap Counterparty in connection with the termination of the original Swap Contract (or was previously paid to the Swap Counterparty and Interest Funds and the Principal Distribution Amount for one or more preceding Distribution Dates were used to cover such Swap Termination Payment). Any upfront amount paid by a replacement counterparty that is not remitted by the Swap Contract Administrator to the Swap Trustee to cover any Swap Termination Payment payable or previously paid to the Swap Counterparty in respect of the original Swap Contract for the following Distribution Date shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. The Trustee shall provide the Swap Contract Administrator with all information necessary to make payments to the Swap Trustee pursuant to this paragraph. The Each Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s 's rights explicitly specified herein as if a party hereto.

The Swap Contracts. Countrywide shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transactions evidenced by the Swap Contracts to, and shall cause all of its obligations in respect of each such transaction to be assumed by, the Swap Contract Administrator, on the terms and conditions set forth in the Swap Contract Assignment Agreement. The Trustee’s rights to receive certain proceeds of the each Swap Contracts Contract as provided in the Swap Contract Administration Agreement shall be rights of the Trustee as the Swap Trustee hereunder, shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund or of any REMIC. The Swap Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator with respect to each Swap Contract into the related Swap Account. The Master Servicer shall deposit any amounts received on behalf of On the Business Day preceding each Distribution Date, the Swap Trustee from time to time with respect to each shall notify the Swap Contract into Administrator of any amounts distributable to the related Certificate Swap AccountCertificates pursuant to Section 4.02(d)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the Class Certificate Balance of the Class A-1-B Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Ratings Threshold a Collateral Event (as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Required Ratings Threshold (as defined in the related ISDA Master Agreement), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment delivery of the Delivery Amount (as defined in the related ISDA Master Agreement) from the related Swap Counterparty on each Valuation Date (as defined in the related ISDA Master Agreement), if applicable, (ii) deliver to the related Swap Counterparty the Return Amount (as defined in the related ISDA Master Agreement) on each Valuation Date, if applicable, as well as Distributions and the Interest Amount (each as defined in the related ISDA Master Agreement), to perform its other obligations in accordance with the extent required under that ISDA Master Agreement and (iiiii) take such other action required under the related ISDA Master Agreement. If a Delivery Amount is demanded, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall establish an open and maintain a segregated account to hold cash and other eligible investments pledged under meeting the requirements set forth in the related ISDA Master Agreement. Any cash or other Eligible Collateral (as defined in the related ISDA Master Agreement) pledged under the related ISDA Master Agreement shall not be part of the Distribution Account or any Swap Account unless remitted to such accounts by the Swap Contract Administrator in accordance with the Swap Contract Administration Agreement. If Eligible Collateral with a Value (as defined in the related ISDA Master Agreement) with a value equal to the Delivery Amount is not delivered to the Swap Contract Administrator by the related Swap Counterparty, the Swap Trustee shall direct the Swap Contract Administrator to notify the related Swap Counterparty and Countrywide of such failure. Upon the Swap Trustee obtaining actual knowledge of an Event of Default or Termination Event (each as defined in the ISDA Master Agreement) or Termination Event (as defined in the related ISDA Master Agreement) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the related ISDA Master Agreement), the Swap Trustee shall act at the written direction of the Depositor Countrywide as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that following such Event of Default or Termination Event and before directing the Swap Contract Administrator to designate an Early Termination Date, the Swap Trustee shall provide written notice to each Rating Agency following Agency. Following the Event designation of Default or an Early Termination Event. Upon the termination of a Swap Contract under the circumstances contemplated by this Section 3.19Date, (i) the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by under the terms of the related ISDA Master Agreement and consistent with the terms hereof, (ii) Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms that are substantially the same as those of the original Swap Contract and (iii) the Swap Trustee shall direct the Swap Contract Administrator to request the related Swap Counterparty to assist in procuring a replacement swap contract with terms that are substantially the same as those of the original Swap Contract. Any Swap Termination Payment received from the a Swap Counterparty shall be used to pay any upfront amount required under any replacement swap contract and any excess shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the a Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be held in retained by the Swap Administration Account Contract Administrator and distributed remitted to the Swap Trustee on future subsequent Distribution Date for deposit into Dates up to and including the related Swap Account Contract Termination Date (i) in the case of a Certificate Swap Termination Payment, to pay any amounts distributable to the extent necessary Certificate Swap Certificates pursuant to make Section 4.02(d)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c) and (ii) in the related case of a Class of A-1-B Swap Certificates. In the event that a replacement swap is procured and the replacement counterparty pays an upfront amount Termination Payment, to pay any amounts distributable to the Swap Contract Administrator in connection with the execution of the replacement swap contract, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall remit Class A-1-B Certificates pursuant to the Swap Trustee such upfront amount Section 4.02(e) following all distributions to be included in Interest Funds and the Principal Distribution Amount for the following made on such Distribution Date pursuant to the extent that a Section 4.02(a) through (d). Any portion of such Swap Termination Payment is payable to remaining after the Swap Counterparty in connection with the termination of the original related Swap Contract (or was previously paid to the Swap Counterparty and Interest Funds and the Principal Distribution Amount for one or more preceding Distribution Dates were used to cover such Swap Termination Payment). Any upfront amount paid by a replacement counterparty that is not remitted by the Swap Contract Administrator to the Swap Trustee to cover any Swap Termination Payment payable or previously paid to the Swap Counterparty in respect of the original Swap Contract for the following Distribution Date shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. The Trustee shall provide In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract Administrator in connection with all information necessary entering into the replacement swap contract and such upfront amount is received by the Swap Contract Administrator prior to the Distribution Date on which any Swap Termination Payment will be payable to the related Swap Counterparty in respect of the original Swap Contract, a portion of that upfront amount equal to the lesser of (x) that upfront amount and (y) the amount of the Swap Termination Payment due to the related Swap Counterparty in respect of the original Swap Contract (the “Adjusted Replacement Upfront Amount”) shall be included in Interest Funds for that Distribution Date, and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make payments distributions in respect of any Class of Certificates. If any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the related Swap Counterparty in respect of the original Swap Contract, such upfront amount shall be retained by the Swap Contract Administrator and remitted to the Swap Trustee on subsequent Distribution Dates up to and including the related Swap Contract Termination Date (i) in the case of the Certificate Swap Contract, to pay any amounts distributable to the Certificate Swap Certificates pursuant to this paragraphSection 4.02(d)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c) and (ii) in the case of the Class A-1-B Swap Contract, to pay any amounts distributable to the Class A-1-B Certificates pursuant to Section 4.02(e) following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (d). The Each Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the such Swap Counterparty’s rights explicitly specified herein as if a party hereto.