Common use of Swap Account Clause in Contracts

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Wxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Swap Provider and the registered holders of Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3.” Such account shall be an Eligible Account and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts therein shall be held uninvested. The Depositor hereby directs the Trustee to execute, deliver and perform its obligations and to make any representations under the Interest Rate Swap Agreement (in its capacity as Supplemental Interest Trust Trustee). The Depositor, the Servicer and the Holders of the Offered Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee and not in its individual capacity. In making the representation under Section 4(3)(b) of the Interest Rate Swap Agreement, the Trustee is entitled to rely on the representation made by the Depositor in Section 2.06(x) of this Agreement. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s execution of the Interest Rate Swap Agreement and the performance of its duties and satisfaction of its obligations thereunder.

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee Securities Administrator shall establish and maintain with itself, as agent for the Trustee, on behalf of the Supplement Interest Trust, a separate, segregated trust account to be held in (the Supplemental Interest Trust, “Swap Account”) titled, “Swap Account, Wxxxx Xxxxx Fargo Bank, N.A., N.A. as Supplemental Interest Trust TrusteeSecurities Administrator, in trust for the Swap Provider and the registered holders of Option One PHH Alternative Mortgage Loan Trust 2006Trust, Series 2007-3, AssetMortgage Pass-Backed Through Certificates, Series 2006-3.” —Swap Account”. Such account shall be an Eligible Account and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts amounts therein shall be held uninvested. For federal and state income tax purposes, the Class CE Certificateholders shall be deemed to be the owners of the Swap Account. The Depositor hereby directs Swap Account shall be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Senior Certificates and the Subordinate Certificates, all amounts remaining on deposit in the Swap Account shall be released by the Trust and distributed to the Class CE Certificateholders. The Swap Account shall be part of the Trust but not part of any REMIC. Upon receipt of any amounts paid under the Swap Agreement, and following any distributions of Net Monthly Excess Cashflow pursuant to Section 4.1(a)(iii) above, withdrawals from the Reserve Fund pursuant to Section 4.1(a)(iv) above, the Securities Administrator shall deposit such amounts into the Swap Account for distribution pursuant to Section 4.1(a)(vii) above. In the event that the Swap Agreement is terminated prior to the Termination Date (as defined in the Swap Agreement), the Trustee on behalf of the Supplemental Interest Trust, at the direction of the Depositor, shall use reasonable efforts to execute, deliver and perform its obligations and to make appoint a successor swap provider using any representations under Swap Termination Payments paid by the Interest Rate Swap Agreement (in its capacity as Provider. To the extent the Supplemental Interest Trust Trustee)is required to pay a Swap Termination Payment to the Swap Provider, all or a portion of such amount received from a replacement swap provider upon entering into a replacement interest rate swap agreement or similar agreement will be applied to the Swap Termination Payment owing to the Swap Provider, and any remaining portion will be distributed to Certificateholders according to the order of priorities of Section 4.1(a)(vii) above. The Depositor, If the Servicer and the Holders Trustee on behalf of the Offered Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee is unable to locate a qualified successor swap provider, any such Swap Termination Payments will be deposited in the Swap Account and not in its individual capacity. In making the representation under Section 4(3)(b) Securities Administrator, on each subsequent Distribution Date (until the termination date of the Swap Agreement or the appointment of a successor swap provider), will withdraw the amount of any Net Swap Payment due to the Supplemental Interest Rate Trust (calculated in accordance with the terms of the Swap Agreement, the Trustee is entitled to rely on the representation made by the Depositor in Section 2.06(x) of this Agreement. Every provision of this Agreement relating and distribute such Net Swap Payment to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s execution holders of the Interest Rate Swap Agreement and the performance of its duties and satisfaction of its obligations thereunderCertificates in accordance with Section 4.1.

Swap Account. The Class A-1 Swap Account shall be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificate and the Subordinate Certificates, all amounts remaining on deposit in the Class A-1 Swap Account shall be released by the Trust and distributed to the Class CE Certificateholders. The Class A-1 Swap Account shall be part of the Trust but not part of any REMIC. Upon receipt of any amounts paid under the Class A-1 Swap Agreement, and following any distributions of Net Monthly Excess Cashflow pursuant to Section 4.1(a)(iii) above, withdrawals from the Reserve Fund pursuant to Section 4.1(a)(iv) above, the Cap Account pursuant to Section 4.1(a)(vi) above and Certificate Swap Account, pursuant to Section 4.1(a)(vii) above, the Securities Administrator shall deposit such amounts into the Class A-1 Swap Account for distribution pursuant to Section 4.1(a)(viii) above. In the event that the Class A-1 Swap Agreement is terminated prior to the Termination Date (a) On as defined in the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”Class A-1 Swap Agreement), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain a separate, segregated trust account to be held in on behalf of the Supplemental Interest Trust, titledat the direction of the Depositor, “shall use reasonable efforts to appoint a successor swap provider using any Swap Account, Wxxxx Fargo Bank, N.A., as Termination Payments paid by the Class A-1 Swap Provider. To the extent the Supplemental Interest Trust Trusteeis required to pay a Swap Termination Payment to the Class A-1 Swap Provider, in trust for all or a portion of such amount received from a replacement swap provider upon entering into a replacement interest rate swap agreement or similar agreement will be applied to the Swap Provider and Termination Payment owing to the registered holders of Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3.” Such account shall be an Eligible Account and funds on deposit therein shall be held separate and apart fromClass A-1 Swap Provider, and shall not any remaining portion will be commingled with, any other moneys, including, without limitation, other moneys distributed to Certificateholders according to the order of priorities of Section 4.1(a)(viii) above. If the Trustee on behalf of the Trustee, in its capacity as Supplemental Interest Trust Trusteeis unable to locate a qualified successor swap provider, held pursuant to this Agreement. Amounts therein shall any such Swap Termination Payments will be held uninvested. The Depositor hereby directs deposited in the Trustee to executeClass A-1 Swap Account and the Securities Administrator, deliver and perform its obligations and to make any representations under on each subsequent Distribution Date (until the Interest Rate termination date of the Class A-1 Swap Agreement (in its capacity as or the appointment of a successor swap provider), will withdraw the amount of any Net Swap Payment due to the Supplemental Interest Trust Trustee(calculated in accordance with the terms of the Class A-1 Swap Agreement) and distribute such Net Swap Payment to the holders of the Certificates in accordance with Section 4.1. Three Business Days prior to each Distribution Date on which any amount will be distributed from the Class A-1 Swap Account to the Class A-1 Certificates in accordance with Section 4.1(a)(viii). The Depositor, the Servicer Securities Administrator shall determine the amount of any Class A-1 Amount for that Distribution Date and report such Class A-1 Amount to the Holders of Class A-1 Swap Provider on that same day in accordance with the Offered Certificates by their acceptance of such Certificates acknowledge and agree notice provisions contained in Section 11.5 hereof; provided, however, that the Trustee Securities Administrator shall execute, deliver and perform its obligations be under the Interest Rate Swap Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee and not in its individual capacity. In making the representation under Section 4(3)(b) of the Interest Rate Swap Agreement, the Trustee is entitled no obligation to rely on the representation made by the Depositor in Section 2.06(x) of this Agreement. Every provision of this Agreement relating report such Class A-1 Amount to the conduct Class A-1 Swap Provider unless it has first received the Cap Agreement Report or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s execution of the Interest Rate Certificate Swap Agreement and the performance of its duties and satisfaction of its obligations thereunderReport for such Distribution Date.

Swap Account. (a) On the Closing Date, there A separate trust is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement$1,000. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Wxxxx Fargo Bank, N.A., N.A. as Supplemental Interest Trust Trustee, in trust for the Swap Provider and the registered holders of Option One Mortgage Loan Trust 2006-3, ABFC Asset-Backed Certificates, Series 20062005-3WMC1—Swap Account.” Such account shall be an Eligible Account and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee, in its capacity as Supplemental Interest Trust Trustee, Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. The Depositor hereby directs On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to executethe Swap Provider (after taking into account any upfront payment received from the counterparty to a replacement interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee, deliver for distribution in accordance with subsection (d) below. For federal income tax purposes, any amounts paid to the Swap Provider on each Distribution Date shall first be deemed paid to the Swap Provider in respect of REMIC 7 Regular Interest Swap-IO to the extent of the amount distributable on REMIC 7 Regular Interest Swap-IO on such Distribution Date, and perform its obligations and any remaining amount shall be deemed paid to make any representations under the Swap Provider in respect of a Class IO Distribution Amount (as defined below). Any Swap Termination Payment triggered by a Swap Provider Trigger Event owed to the Swap Provider pursuant to the Interest Rate Swap Agreement (in its capacity as Supplemental Interest Trust Trustee). The Depositor, the Servicer and will be subordinated to distributions to the Holders of the Offered Class A Certificates, Class B Certificates, and Class M Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and shall do so solely in its capacity be paid as Supplemental Interest Trust Trustee and not in its individual capacity. In making the representation set forth under Section 4(3)(b) of the Interest Rate Swap Agreement, the Trustee is entitled to rely on the representation made by the Depositor in Section 2.06(x) of this Agreement. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s execution of the Interest Rate Swap Agreement and the performance of its duties and satisfaction of its obligations thereunder4.02(b)(xviii).

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee Securities Administrator shall establish and maintain with itself, as agent for the Trustee, on behalf of the Supplement Interest Trust, a separate, segregated trust account to be held in (the Supplemental Interest Trust, “Swap Account”) titled, “Swap Account, Wxxxx Xxxxx Fargo Bank, N.A., N.A. as Supplemental Interest Trust TrusteeSecurities Administrator, in trust for the Swap Provider and the registered holders of Option One Deutsche Alt-A Securities Mortgage Loan Trust 2006-3, Asset-Backed CertificatesTrust, Series 2006-3.” AR6, Mortgage Pass-Through Certificates—Swap Account”. Such account shall be an Eligible Account and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts amounts therein shall be held uninvested. For federal and state income tax purposes, the Class CE Certificateholders shall be deemed to be the owners of the Swap Account. The Depositor hereby directs Swap Account shall be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Subordinate Certificates, all amounts remaining on deposit in the Swap Account shall be released by the Trust and distributed to the Class CE Certificateholders. The Swap Account shall be part of the Trust but not part of any REMIC. Upon receipt of any amounts paid under the Swap Agreement, and following any distributions of Net Monthly Excess Cashflow pursuant to Section 4.1(a)(iii) above, withdrawals from the Reserve Fund pursuant to Section 4.1(a)(iv) above and withdrawals from the Cap Account pursuant to Section 4.1(a)(vi) above, the Securities Administrator shall deposit such amounts into the Swap Account for distribution pursuant to Section 4.1(a)(vii) above. In the event that the Swap Agreement is terminated prior to the Termination Date (as defined in the Swap Agreement), the Trustee on behalf of the Supplemental Interest Trust, at the direction of the Depositor, shall use reasonable efforts to execute, deliver and perform its obligations and to make appoint a successor swap provider using any representations under Swap Termination Payments paid by the Interest Rate Swap Agreement (in its capacity as Provider. To the extent the Supplemental Interest Trust Trustee)is required to pay a Swap Termination Payment to the Swap Provider, all or a portion of such amount received from a replacement swap provider upon entering into a replacement interest rate swap agreement or similar agreement will be applied to the Swap Termination Payment owing to the Swap Provider, and any remaining portion will be distributed to Certificateholders according to the order of priorities of Section 4.1(a)(vii) above. The Depositor, If the Servicer and the Holders Trustee on behalf of the Offered Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee is unable to locate a qualified successor swap provider, any such Swap Termination Payments will be deposited in the Swap Account and not in its individual capacity. In making the representation under Section 4(3)(b) Securities Administrator, on each subsequent Distribution Date (until the termination date of the Swap Agreement or the appointment of a successor swap provider), will withdraw the amount of any Net Swap Payment due to the Supplemental Interest Rate Trust (calculated in accordance with the terms of the Swap Agreement, the Trustee is entitled to rely on the representation made by the Depositor in Section 2.06(x) of this Agreement. Every provision of this Agreement relating and distribute such Net Swap Payment to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s execution holders of the Interest Rate Swap Agreement and the performance of its duties and satisfaction of its obligations thereunderCertificates in accordance with Section 4.1.

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Indenture Trustee shall establish and maintain a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Wxxxx Fargo Bank, N.A.The Bank of New York, as Supplemental Interest Trust Indenture Trustee, in trust for the Swap Provider Counterparty and the registered holders of Option One CWABS, Inc., GSC Capital Corp. Mortgage Loan Trust 2006-31, AssetMortgage-Backed CertificatesNotes, Series 2006-31.” Such account shall be an Eligible Account and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee, in its capacity as Supplemental Interest Trust Trustee, Indenture Trustee held pursuant to this Agreement or the Sale and Servicing Agreement. Amounts therein shall be held uninvested. The Depositor hereby directs Funds on deposit in the Swap Account shall be distributed in the amounts and in the order of priority described under Section 4.02(d). On each Payment Date, the Indenture Trustee shall make a deposit to executethe Swap Account pursuant to Section 4.02(a)(i), deliver and perform its obligations and to make the extent that the amount of such deposit is insufficient to pay any representations under Net Swap Payment and/or Swap Termination Payment (other than a Swap Termination Payment due to a Swap Counterparty Trigger Event) due to the Interest Rate Swap Agreement Counterparty with respect to such Payment Date, the Indenture Trustee shall withdraw, out of amounts on deposit in the Payment Account in respect of the Principal Remittance Amount, such additional amount as is necessary to cover the remaining portion of any such Net Swap Payment and/or Swap Termination Payment (in its capacity as Supplemental Interest Trust Trustee)other than a Swap Termination Payment due to a Swap Counterparty Trigger Event) due to the Swap Counterparty with respect to such Payment Date. The DepositorSwap Account shall terminate on the earlier of (i) the Swap Contract Termination Date, (ii) the Servicer and the Holders reduction of the Offered Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee and not in its individual capacity. In making the representation under Section 4(3)(b) aggregate Note Principal Balance of the Interest Adjustable Rate Swap Agreement, Notes to zero and (iii) the Trustee is entitled to rely on the representation made by the Depositor in Section 2.06(x) termination of this Agreement. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s execution of the Interest Rate Swap Agreement and the performance of its duties and satisfaction of its obligations thereunder.

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Wxxxx Fargo Bank, N.A., U.S. Bank National Association as Supplemental Interest Trust Trustee, in trust for the Swap Provider and the registered holders of Option One MASTR Asset Backed Securities Trust 2005-NC2, Mortgage Loan Trust 2006Pass-3, Asset-Backed Through Certificates, Series 20062005-3NC2—Swap Account.” Such account shall be an Eligible Account and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee, in its capacity as Supplemental Interest Trust Trustee, Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. The Depositor hereby directs On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to executethe Swap Provider (after taking into account any upfront payment received from the counterparty to a replacement interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Provider, deliver and perform its obligations and for distribution pursuant to make any representations under the Interest Rate Swap Agreement Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among U.S. Bank National Association in its capacity as Supplemental Interest Trust Trustee, U.S. Bank National Association in its capacity as Swap Administrator, U.S. Bank National Association in its capacity as Trustee and the Seller. For federal income tax purposes, any amounts paid to the Swap Provider on each Distribution Date shall first be deemed paid to the Swap Provider in respect of REMIC VI Regular Interest SWAP-IO to the extent of the amount distributable on REMIC VI Regular Interest SWAP-IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Provider in respect of a Class IO Distribution Amount (as defined below). The DepositorIt is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Servicer and Supplemental Interest Trust be disregarded as an entity separate from the Holders Holder of the Offered Class CE Certificates by their acceptance unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of such Certificates acknowledge in addition to the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and agree state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and shall do so solely in its capacity as be deemed to be an obligation of the Supplemental Interest Trust Trust. The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and not in its individual capacityClass R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such Certificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In making addition, pursuant to such notional principal contract, the representation under Section 4(3)(b) Holder of the Interest Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Swap AgreementCarryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the Trustee is entitled to rely on the representation made by the Depositor in Section 2.06(x) terms of this Agreement. Every provision Any payments to the Certificates from amounts deemed received in respect of this Agreement relating notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC III and as having been paid by such Holders to the conduct or affecting the liability of or affording protection Swap Administrator pursuant to the Trustee notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall apply to the Trustee’s execution be treated as representing not only ownership of the Interest Rate Swap Agreement Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and the performance of its duties and satisfaction of its obligations thereunderwith respect to, a notional principal contract.

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee Securities Administrator shall establish and maintain with itself, as agent for the Trustee, on behalf of the Supplemental Interest Trust, a separate, segregated trust account to be held in (the Supplemental Interest Trust, “Swap Account”) titled, “Swap Account, Wxxxx Xxxxx Fargo Bank, N.A., N.A. as Supplemental Interest Trust TrusteeSecurities Administrator, in trust for the Swap Provider and the registered holders of Option One Deutsche Alt-A Securities, Inc. Mortgage Loan Trust 2006-3, Asset-Backed CertificatesTrust, Series 2006-3.” AB4, Mortgage Pass-Through Certificates—Swap Account”. Such account shall be an Eligible Account and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts amounts therein shall be held uninvested. For federal and state income tax purposes, the Class CE Certificateholders shall be deemed to be the owners of the Swap Account. The Depositor hereby directs Swap Account shall be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Subordinate Certificates, all amounts remaining on deposit in the Swap Account shall be released by the Trust and distributed to the Class CE Certificateholders. The Swap Account shall be part of the Trust but not part of any REMIC. Upon receipt of any amounts paid under the Swap Agreement, and following any distributions of Net Monthly Excess Cashflow pursuant to Section 4.01(a)(iii) above, the Securities Administrator shall deposit such amounts into the Swap Account for distribution pursuant to Section 4.01(a)(v) above. In the event that the Swap Agreement is terminated prior to the Termination Date (as defined in the Swap Agreement), the Trustee on behalf of the Supplemental Interest Trust, at the direction of the Depositor, shall use reasonable efforts to execute, deliver and perform its obligations and to make appoint a successor swap provider using any representations under Swap Termination Payments paid by the Interest Rate Swap Agreement (in its capacity as Provider. To the extent the Supplemental Interest Trust Trustee)is required to pay a Swap Termination Payment to the Swap Provider, all or a portion of such amount received from a replacement swap provider upon entering into a replacement interest rate swap agreement or similar agreement will be applied to the Swap Termination Payment owing to the Swap Provider, and any remaining portion will be distributed to Certificateholders according to the order of priority of Section 4.01(a)(v) above. The Depositor, If the Servicer and the Holders Trustee on behalf of the Offered Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee is unable to locate a qualified successor swap provider, any such Swap Termination Payments will be deposited in the Swap Account and not in its individual capacity. In making the representation under Section 4(3)(b) Securities Administrator, on each subsequent Distribution Date (until the termination date of the Swap Agreement or the appointment of a successor swap provider), will withdraw the amount of any Net Swap Payment due to the Supplemental Interest Rate Trust (calculated in accordance with the terms of the Swap Agreement, the Trustee is entitled to rely on the representation made by the Depositor in Section 2.06(x) of this Agreement. Every provision of this Agreement relating and distribute such Net Swap Payment to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s execution holders of the Interest Rate Swap Agreement and the performance of its duties and satisfaction of its obligations thereunderCertificates in accordance with Section 4.01.