Common use of Swap Agreement Clause in Contracts

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. (a) On the Closing Date, the Supplemental Interest Trust Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Supplemental Interest Trust Account and (ii) for the benefit of the Certificateholders, cause the Supplemental Interest Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Supplemental Interest Trust Trustee shall deposit in the Securities Administrator Supplemental Interest Trust Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and paid to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Supplemental Interest Trust Trustee to the Supplemental Interest Trust Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Supplemental Interest Trust Account on each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Account in respect of REMIC IV Regular Interest IO to the extent of the amount distributable on such REMIC IV Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Supplemental Interest Trust Trustee on behalf of the Trust Fund pursuant to the Swap Agreement shall be deposited by the Supplemental Interest Trust Trustee into the Supplemental Interest Trust Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 of the Standard Terms, the Supplemental Interest Trust Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator terms and provisions thereof against the Swap Counterparty at the written direction of the Holders of Certificates entitled to perform its obligations thereunder on behalf at least 51% of the Voting Rights, or if the Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Supplemental Interest Trust Account shall be an Eligible Account. Amounts held in the Supplemental Interest Trust Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Supplemental Interest Trust Account pursuant to this Section 4.09. The Supplemental Interest Trust Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall keep records that accurately reflect the funds on deposit in the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Supplemental Interest Trust Account in Permitted Investments. In the absence of written direction to the Supplemental Interest Trust Trustee from the Master Servicer, all funds in the Supplemental Interest Trust Account shall remain uninvested. (f) The Supplemental Interest Trust Trustee shall enter into the SB-AM Swap Agreement on behalf of the holders of the Class A Certificates and Class M Certificates on the one hand, and on behalf of the holders of the Class SB Certificates on the other hand. Pursuant to the SB-AM Swap Agreement, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB 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"). In addition, pursuant to the SB-AM Swap Agreement, the holders of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the Certificates (other than the Class SB and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of the SB-AM Swap Agreement 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 SB Certificates 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 the REMIC III Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Supplemental Interest Trust Account pursuant to the SB-AM Swap Agreement. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC III or REMIC IV, as applicable, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (g) Upon the occurrence of an Early Termination Date, the Supplemental Interest Trust Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Supplemental Interest Trust Trustee receives a Swap Termination Payment from the Swap Counterparty, the Supplemental Interest Trust Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Supplemental Interest Trust Trustee of such Swap Termination Payment, then the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Trust by the original Swap Counterparty calculated in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the original Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand deposit such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of into the Supplemental Interest Trust and not in its individual capacityAccount for distribution on such Distribution Date pursuant to Section 4.02(c). The Depositor hereby instructs To the Securities Administrator extent that the Trust is required to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the pay a Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice Termination Payment to the Swap Provider upon Counterparty, any failure upfront payment received from the counterparty to a replacement swap agreement will be used to pay such Swap Termination Payment prior to using any portion of the Swap Provider to transfer the Delivery Available Distribution Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)for such Distribution Date.

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Swap Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Swap Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Swap Trust, as the Supplemental Interest Swap Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. Solely in its capacity as Swap Trustee and not in its individual capacity, the Swap Trustee shall have no responsibility for the contents of such Swap Agreement, including, without limitation, the representations and warranties contained therein. Notwithstanding anything to the contrary contained herein or in the Swap Agreement, neither the Swap Trustee nor the Securities Administrator shall be required to make any payments from its own funds to the Swap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. . (a) The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Pool 1 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Pool 1 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator as trustee of the Supplemental Interest Swap Trust and not in its individual capacity. . (b) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs (a) Upon a termination event or event of default under the Securities Administrator to execute and deliver on behalf Tranche [ ] Swap Agreement, the Issuer shall appoint a recognized swap dealer which is a member of the Trust International Swaps and Derivatives Association, Inc. with capital and surplus of at least $50 million (the "Swap Agent") to independently solicit, for a period not exceeding 30 days, a replacement Tranche [ ] Swap Counterparty (a "Replacement Counterparty"), who shall not be the Swap Agreement and authorizes Agent or an Affiliate thereof. During such 30 day period, the Securities Administrator Swap Agent shall be required to perform its obligations thereunder on behalf identify a Qualified Replacement Counterparty, or if a Qualified Replacement Counterparty cannot be found, the Swap Agent shall be required to identify the highest rated Replacement Counterparty available that is approved by the Holders of at least 66 2/3% of the Supplemental Interest Trust Outstanding Amount of the [Floating Rate Tranche] (an "Approved Replacement Counterparty"). In any case, if there is more than one available Qualified Replacement Counterparty or Approved Replacement Counterparty, as applicable, with the same credit rating, the Swap Agent shall select that prospective Qualified Replacement Counterparty or Approved Replacement Counterparty, as applicable, offering the terms with the lowest overall cost to the Issuer. The costs and expenses of a Swap Agent appointed pursuant to this Section 9(a) shall be an Operating Expense to be paid by the Issuer pursuant to Section 8.02(e)(iv), to the extent not paid by the Swap Counterparty . (b) If the Swap Agent is successful in identifying a Qualified Replacement Counterparty or Approved Replacement Counterparty, upon the termination of the Tranche [ ] Swap Agreement, the Issuer shall execute a replacement Tranche [ ] Swap Agreement with such Replacement Counterparty having substantially the same terms as the Tranche [ ] Swap Agreement being replaced, effective as of the Payment Date immediately following such execution. Any initial upfront payments made by such Replacement Counterparty in connection with its entering into such replacement Tranche [ ] Swap Agreement shall be paid to the terminated Tranche [ ] Swap Counterparty, and any termination payment or other similar amount paid to the Issuer by the terminated Tranche [ ] Swap Counterparty in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes Agreement shall first be used to make any payment required to be made to a Replacement Counterparty under a Swap Agreement and directs then to the Securities Administrator extent not so used shall be deposited into the Tranche [ ] Subaccount and paid to ratify on behalf the Holders of the Supplemental Interest Trust[Floating Rate Tranche] on the next Payment Date, as pro rata based on the Supplemental Interest Trust’s own actionsprincipal amount held by each Holder. (c) If a Qualified Replacement Counterparty or an Approved Replacement Counterparty has not been obtained, the terms agreed Swap Agent shall be required to by renew such search every three months thereafter until a Qualified Replacement Counterparty or Approved Replacement Counterparty has been identified and approved and a replacement Tranche [ ] Swap Agreement has been entered into in the Depositor manner set forth in relation to clauses (a) and (b) above. (d) If a termination event or a event of default occurs and is continuing under the Tranche [ ] Swap Agreement, as reflected the Indenture Trustee may, and at the direction of the Holders of at least 66 2/3% of the Outstanding Amount of the [Floating Rate Tranche] shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Tranche [ ] Swap Counterparty and any right of the Issuer to take this action shall be suspended. (e) The Tranche [ ] Swap Agreement may be amended in accordance with the terms of the Indenture. (f) With respect to any action proposed by the Issuer to amend, modify, waive, supplement or surrender the terms of or rights under the Tranche [ ] Swap Agreement, and or waive timely performance or observance by the Securities Administrator hereby so ratifies Tranche [ ] Swap Counterparty under the Tranche [ ] Swap Agreement. If based upon , in a notice from way which would materially and adversely affect the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf interests of the Holders of the Offered Certificates and [Floating Rate Tranche], the Class M-10 and Class M-11 CertificatesIssuer shall provide prior notice to the Rating Agencies. The Seller, Issuer will consent to such proposed action only with the Depositor, the Servicer and consent of (i) the Holders of at least 66 2/3% of the Offered Certificates Outstanding Amount of the [Floating Rate Tranche] and (ii) the Class M-10 and Class M-11 Certificates by their acceptance Holders of at least 66 2/3% of the Outstanding Amount of all of such Certificates acknowledge other Series or Tranches, and agree that each counterparty to any other Swap Agreement, materially and adversely affected thereby. Notwithstanding the Securities Administrator foregoing, nothing shall executeprevent the Issuer from seeking or retaining a Swap Agent to seek a Replacement Counterparty. (g) Notwithstanding the foregoing clause (f), deliver and perform its obligations upon a Swap Counterparty Downgrade Event or payment default by the Tranche [ ] Swap Counterparty under the Tranche [ ] Swap Agreement and Agreement, the Issuer shall do so solely not (i) continue with a downgraded Tranche [ ] Counterparty notwithstanding the failure timely to identify a Qualified Replacement Counterparty or Approved Replacement Counterparty, as provided in its capacity the Tranche [ ] Swap Agreement, or (ii) waive a payment default by the Tranche [ ] Swap Counterparty within the time periods prescribed in the Tranche [ ] Swap Agreement, except as Securities Administrator directed by the Holders of at least 66 2/3% of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction Outstanding Amount of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)[Floating Rate Tranche].]

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Swap Account and (ii) for the benefit of the Certificateholders, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement shall be deposited by the Trustee into the Swap Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator to perform its obligations thereunder on behalf terms and provisions thereof against the Swap Counterparty at the written direction of the Supplemental Holders of Certificates entitled to at least 51% of the Voting Rights, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall be an Eligible Account. Amounts held in the Swap Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Swap Account pursuant to this Section 4.10. The Swap Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Swap Account. The Trustee shall keep records that accurately reflect the funds on deposit in the Swap Account. The Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Swap Account in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Swap Account shall remain uninvested. (f) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract (the "SB-AM Swap Agreement") with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB 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"). In addition, pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this 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 SB Certificates 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 the REMIC III Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Swap Account pursuant to the notional principal contract. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC III, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (g) Upon the occurrence of an Early Termination Date, the Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Trustee receives a Swap Termination Payment from the Swap Counterparty, the Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Trustee of such Swap Termination Payment, then the Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Trust by the original Swap Counterparty calculated in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the original Swap Agreement, and the Securities Administrator hereby so ratifies deposit such amount into the Swap Agreement. If based upon a notice from the valuation agent Account for distribution on such Distribution Date pursuant to section 4(c) of Section 4.02(c). To the credit support annex, extent that the Securities Administrator determines that Trust is required to pay a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party Termination Payment to the Swap Agreement to cure Counterparty, any ambiguity in or correct or supplement any provision of, upfront payment received from the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect counterparty to a Certificateholder as evidenced by a written confirmation from each Rating Agency that replacement swap agreement will be used to pay such amendment would not result in the reduction or withdrawal Swap Termination Payment prior to using any portion of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all Available Distribution Amount for such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)Distribution Date.

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator Supplemental Interest Trust Trustee determines that a delivery amount exists, then the Securities Administrator Supplemental Interest Trust Trustee shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation delivered to the Supplemental Interest Trust Trustee from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute, deliver and perform its obligations under and make the representations contained in the Swap Agreement (including, without limitation, the representation that the X.X. Xxxxxx Mortgage Acquisition Trust 2007-CH2 Supplemental Interest Trust is a United States Person) on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and Group 2 Certificates. Furthermore, the Class M-10 and Class M-11 CertificatesDepositor hereby authorizes the Supplemental Interest Trust Trustee, in its capacity as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust, to accept any “Firm Offers” as specified in the Swap Agreement. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Group 2 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator Supplemental Interest Trust Trustee of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement and authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend of the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, of the Swap Agreement; , provided, however, that any such amendment will not where compliance with the Rating Agency Condition (as defined in the Swap Agreement) is required under the Swap Agreement, the Supplemental Interest Trust Trustee shall have received a material adverse effect to a Certificateholder as evidenced by a prior written confirmation from each applicable Rating Agency that such amendment would not result in the reduction cause such Rating Agency to downgrade or withdrawal of withdraw the then current ratings of any outstanding Class A Certificates or Mezzanine Certificates. On the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Swap Agreement, solely on behalf of Certificatesthe Supplemental Interest Trust, with the Swap Counterparty. The Swap Agreement shall be part of the Trust Fund but not part of any REMIC. The Swap Provider Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee shall not be obligated to execute, deliver and perform its obligations under enter into any amendment to the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely would in its capacity as Securities Administrator of the Supplemental Interest Trust and not in reasonable judgment adversely affect or alter its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)duties, obligations, liabilities or protections thereunder.

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator Supplemental Interest Trust Trustee determines that a delivery amount exists, then the Securities Administrator Supplemental Interest Trust Trustee shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation delivered to the Supplemental Interest Trust Trustee from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute, deliver and perform its obligations under and make the representations contained in the Swap Agreement (including, without limitation, the representation that the X.X. Xxxxxx Mortgage Acquisition Trust 2007-HE1 Supplemental Interest Trust is a United States Person) on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and Group 2 Certificates. Furthermore, the Class M-10 and Class M-11 CertificatesDepositor hereby authorizes the Supplemental Interest Trust Trustee, in its capacity as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust, to accept any “Firm Offers” as specified in the Swap Agreement. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Group 2 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator Supplemental Interest Trust Trustee of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator as Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement and authorizes the Securities Administrator as Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator as Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator as Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. Solely in its capacity as Supplemental Interest Trust Trustee and not in its individual capacity, the Supplemental Interest Trust Trustee shall have no responsibility for the contents of such Swap Agreement, including, without limitation, the representations and warranties contained therein. Notwithstanding anything to the contrary contained herein or in the Swap Agreement, neither the Supplemental Interest Trust Trustee nor the Securities Administrator shall be required to make any payments from its own funds to the Swap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator as Supplemental Interest Trust Trustee determines that a delivery amount exists, then the Securities Administrator as Supplemental Interest Trust Trustee shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Depositor shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. . (a) The Depositor hereby directs the Securities Administrator as Supplemental Interest Trust Trustee to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Pool 1 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Pool 1 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator as Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator Supplemental Interest Trust Trustee of the Supplemental Interest Trust and not in its individual capacity. . (b) The Depositor hereby instructs the Securities Administrator as Supplemental Interest Trust Trustee to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator as Supplemental Interest Trust Trustee to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Swap Account and (ii) for the benefit of the Certificateholders, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates, Class M Certificates and Class B Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement shall be deposited by the Trustee into the Swap Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator to perform its obligations thereunder on behalf terms and provisions thereof against the Swap Counterparty at the written direction of the Supplemental Holders of Certificates entitled to at least 51% of the Voting Rights, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall be an Eligible Account. Amounts held in the Swap Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Swap Account pursuant to this Section 4.10. The Swap Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Swap Account. The Trustee shall keep records that accurately reflect the funds on deposit in the Swap Account. The Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Swap Account in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Swap Account shall remain uninvested. (f) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract (the "SB-AM Swap Agreement") with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB 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"). In addition, pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this 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 SB Certificates 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 the REMIC III Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Swap Account pursuant to the notional principal contract. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC III, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (g) Upon the occurrence of an Early Termination Date, the Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Trustee receives a Swap Termination Payment from the Swap Counterparty, the Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Trustee of such Swap Termination Payment, then the Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Trust by the original Swap Counterparty calculated in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the original Swap Agreement, and the Securities Administrator hereby so ratifies deposit such amount into the Swap Agreement. If based upon a notice from the valuation agent Account for distribution on such Distribution Date pursuant to section 4(c) of Section 4.02(c). To the credit support annex, extent that the Securities Administrator determines that Trust is required to pay a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party Termination Payment to the Swap Agreement to cure Counterparty, any ambiguity in or correct or supplement any provision of, upfront payment received from the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect counterparty to a Certificateholder as evidenced by a written confirmation from each Rating Agency that replacement swap agreement will be used to pay such amendment would not result in the reduction or withdrawal Swap Termination Payment prior to using any portion of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all Available Distribution Amount for such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)Distribution Date.

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify execute on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies executes the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Pool 2 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Pool 2 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Swap Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Swap Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Swap Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator Supplemental Interest Trust Trustee determines that a delivery amount exists, then the Securities Administrator Supplemental Interest Trust Trustee shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation delivered to the Supplemental Interest Trust Trustee from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute, deliver and perform its obligations under and make the representations contained in the Swap Agreement (including, without limitation, the representation that the X.X. Xxxxxx Mortgage Acquisition Trust 2007-CH1 Supplemental Interest Trust is a United States Person) on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and Group 2 Certificates. Furthermore, the Class M-10 and Class M-11 CertificatesDepositor hereby authorizes the Supplemental Interest Trust Trustee, in its capacity as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust, to accept any “Firm Offers” as specified in the Swap Agreement. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Group 2 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator Supplemental Interest Trust Trustee of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under and make the representations contained in the Swap Agreement (including, without limitation, the representation that the X.X. Xxxxxx Mortgage Acquisition Trust 2006-CH2 Supplemental Interest Trust is a United States Person) on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and Group 2 Certificates. Furthermore, the Class M-10 and Class M-11 CertificatesDepositor hereby authorizes the Securities Administrator, in its capacity as securities administrator on behalf of the Supplemental Interest Trust, to accept any “Firm Offers” as specified in the Swap Agreement. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Group 2 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator Supplemental Interest Trust Trustee determines that a delivery amount exists, then the Securities Administrator Supplemental Interest Trust Trustee shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation delivered to the Supplemental Interest Trust Trustee from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute, deliver and perform its obligations under and make the representations contained in the Swap Agreement (including, without limitation, the representation that the X.X. Xxxxxx Mortgage Acquisition Trust 2007-CH4 Supplemental Interest Trust is a United States Person) on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and Certificates. Furthermore, the Class M-10 and Class M-11 CertificatesDepositor hereby authorizes the Supplemental Interest Trust Trustee, in its capacity as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust, to accept any “Firm Offers” as specified in the Swap Agreement. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator Supplemental Interest Trust Trustee of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of Class A and Class M Certificateholders, the Swap Account and (ii) for the benefit of the Class A and Class M Certificateholders, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the Class IO Distribution Amount. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement will be deposited by the Trustee into the Swap Account. On each Distribution Date, to the extent required, the Trustee shall withdraw such amounts from the Swap Account to distribute to the Certificates in the following order of priority: (A) first, as part of the Principal Distribution Amount to the Class A Certificates and the Class M Certificates, the principal portion of any Realized Losses incurred on the Mortgage Loans for the preceding calendar month; (B) second, to pay any Overcollateralization Increase Amount as part of the Principal Distribution Amount to the Class A Certificates and the Class M Certificates; (C) third, to the Class A Certificates and the Class M Certificates to pay Prepayment Interest Shortfalls on the Mortgage Loans as set forth in Section 4.02 to the extent not covered by Eligible Master Servicing Compensation on such Distribution Date on a pro rata basis; (D) fourth, to the Class A Certificates and the Class M Certificates to pay Prepayment Interest Shortfalls allocated thereto remaining unpaid from prior Distribution Dates, together with interest thereon, on a pro rata basis; (E) fifth, to the Class A Certificates, to pay any Class A Basis Risk Shortfall Carry-Forward Amounts, pro rata, then to the Class M Certificates, to pay any Class M Basis Risk Shortfall Carry-Forward Amounts, as applicable, in their order of payment priority; (F) sixth, to each class of Class A Certificates and Class M Certificates, to pay Relief Act Shortfalls allocated thereto for such Distribution Date, on a pro rata basis; (G) seventh, to pay to the holders of the Class A Certificates, pro rata, then to the Class M Certificates, in the order of their payment priority, the principal portion of any Realized Losses previously allocated thereto that remain unreimbursed; and (H) eighth, to the Class SB Certificates. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator to perform its obligations thereunder on behalf terms and provisions thereof against the Swap Counterparty at the written direction of the Supplemental Holders of Class A Certificates and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall be an Eligible Account. Amounts held in the Swap Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Swap Account pursuant to this Section 4.10. The Swap Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Swap Account. The Trustee shall keep records that accurately reflect the funds on deposit in the Swap Account. The Trustee shall, at the direction of the Master Servicer, invest amounts on deposit in the Swap Account in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Swap Account shall remain uninvested. (f) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB 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 Trust 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"). In addition, pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfall Carry Forward-Amounts to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of the Swap this Agreement. The Depositor hereby authorizes Any payments to the Certificates from amounts deemed received in respect of this 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 SB Certificates and directs Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Securities Administrator to ratify on behalf holders of such Certificates in respect of the Supplemental REMIC III Regular Interest Trust, corresponding to such Class of Certificates and as the Supplemental Interest Trust’s own actions, the terms agreed to having been paid by the Depositor in relation such holders to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts Account pursuant to the Swap Agreement and notify the Securities Administrator of all such amountsnotional principal contract. The Depositor hereby directs the Securities Administrator to executeThus, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and each Certificate (other than the Class M-10 R Certificates) shall be treated as representing not only ownership of regular interests in REMIC III, but also ownership of an interest in, and Class M-11 Certificates. The Sellerobligations with respect to, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)a notional principal contract.

Swap Agreement. The Depositor hereby directs (a) Upon a termination event or event of default under the Securities Administrator to execute and deliver on behalf Tranche [ ] Swap Agreement, the Issuer shall appoint a recognized swap dealer which is a member of the Trust International Swaps and Derivatives Association, Inc. with capital and surplus of at least $50 million (the "Swap Agent") to independently solicit, for a period not exceeding 30 days, a replacement Tranche [ ] Swap Counterparty (a "Replacement Counterparty"), who shall not be the Swap Agreement and authorizes Agent or an Affiliate thereof. During such 30 day period, the Securities Administrator Swap Agent shall be required to perform its obligations thereunder on behalf identify a Qualified Replacement Counterparty, or if a Qualified Replacement Counterparty cannot be found, the Swap Agent shall be required to identify the highest rated Replacement Counterparty available that is approved by the Holders of at least 66 2/3% of the Supplemental Interest Trust Outstanding Amount of the [Floating Rate Tranche] (an "Approved Replacement Counterparty"). In any case, if there is more than one available Qualified Replacement Counterparty or Approved Replacement Counterparty, as applicable, with the same credit rating, the Swap Agent shall select that prospective Qualified Replacement Counterparty or Approved Replacement Counterparty, as applicable, offering the terms with the lowest overall cost to the Issuer. The costs and expenses of a Swap Agent appointed pursuant to this Section 9(a) shall be an Operating Expense to be paid by the Issuer pursuant to Section 8.02(e)(iv), to the extent not paid by the Swap Counterparty . (b) If the Swap Agent is successful in identifying a Qualified Replacement Counterparty or Approved Replacement Counterparty, upon the termination of the Tranche [ ] Swap Agreement, the Issuer shall execute a replacement Tranche [ ] Swap Agreement with such Replacement Counterparty having substantially the same terms as the Tranche [ ] Swap Agreement being replaced, effective as of the Payment Date immediately following such execution. Any initial upfront payments made by such Replacement Counterparty in connection with its entering into such replacement Tranche [ ] Swap Agreement shall be paid to the terminated Tranche [ ] Swap Counterparty, and any termination payment or other similar amount paid to the Issuer by the terminated Tranche [ ] Swap Counterparty in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes Agreement shall first be used to make any payment required to be made to a Replacement Counterparty under a Swap Agreement and directs then to the Securities Administrator extent not so used shall be deposited into the Tranche [ ] Subaccount and paid to ratify on behalf the Holders of the Supplemental Interest Trust[Floating Rate Tranche] on the next Payment Date, as pro rata based on the Supplemental Interest Trust’s own actionsprincipal amount held by each Holder. (c) If a Qualified Replacement Counterparty or an Approved Replacement Counterparty has not been obtained, the terms agreed Swap Agent shall be required to by renew such search every three months thereafter until a Qualified Replacement Counterparty or Approved Replacement Counterparty has been identified and approved and a replacement Tranche [ ] Swap Agreement has been entered into in the Depositor manner set forth in relation to clauses (a) and (b) above. (d) If a termination event or a event of default occurs and is continuing under the Tranche [ ] Swap Agreement, as reflected the Indenture Trustee may, and at the direction of the Holders of at least 66 2/3% of the Outstanding Amount of the [Floating Rate Tranche] shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Tranche [ ] Swap Counterparty and any right of the Issuer to take this action shall be suspended. (e) The Tranche [ ] Swap Agreement may be amended with the consent of the Indenture Trustee and the Tranche [ ] Swap Counterparty, upon prior notice to the Rating Agencies; provided that such amendment may not adversely affect in any material respect the interests of the Holders of [Floating Rate Tranche] unless the Holders of at least 66 2/3% of the Outstanding Amount of the [Floating Rate Tranche] direct the Indenture Trustee to consent to such amendment. Moreover, such amendment may not adversely affect in any material respect the interests of the Holders of any other Series or Tranche of Environmental Control Bonds or any counterparty to any other Swap Agreement without the consent of the Holders of 66 2/3% of the Outstanding Amount of all of such other Series or Tranches, and each counterparty to any other Swap Agreement, materially and adversely affected thereby. (f) With respect to any action proposed by the Securities Administrator hereby so ratifies Issuer to amend, modify, waive, supplement or surrender the terms of or rights under the Tranche [ ] Swap Agreement. If based upon a notice from , or waive timely performance or observance by the valuation agent pursuant to section 4(c) of Tranche [ ] Swap Counterparty under the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Tranche [ ] Swap Agreement; provided, however, that any such amendment will not have in a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment way which would not result in materially and adversely affect the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf interests of the Holders of the Offered Certificates and [Floating Rate Tranche], the Class M-10 and Class M-11 CertificatesIssuer shall provide prior notice to the Rating Agencies. The Seller, Issuer will consent to such proposed action only with the Depositor, the Servicer and consent of (i) the Holders of at least 66 2/3% of the Offered Certificates Outstanding Amount of the [Floating Rate Tranche] and (ii) the Class M-10 and Class M-11 Certificates by their acceptance Holders of at least 66 2/3% of the Outstanding Amount of all of such Certificates acknowledge other Series or Tranches, and agree that each counterparty to any other Swap Agreement, materially and adversely affected thereby. Notwithstanding the Securities Administrator foregoing, nothing shall executeprevent the Issuer from seeking or retaining a Swap Agent to seek a Replacement Counterparty. (g) Notwithstanding the foregoing clause (f), deliver and perform its obligations upon a Swap Counterparty Downgrade Event or payment default by the Tranche [ ] Swap Counterparty under the Tranche [ ] Swap Agreement and Agreement, the Issuer shall do so solely not (i) continue with a downgraded Tranche [ ] Counterparty notwithstanding the failure timely to identify a Qualified Replacement Counterparty or Approved Replacement Counterparty, as provided in its capacity the Tranche [ ] Swap Agreement, or (ii) waive a payment default by the Tranche [ ] Swap Counterparty within the time periods prescribed in the Tranche [ ] Swap Agreement, except as Securities Administrator directed by the Holders of at least 66 2/3% of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction Outstanding Amount of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)[Floating Rate Tranche].

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Swap Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Swap Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Swap Trust, as the Supplemental Interest Swap Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. . (a) The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Pool 1 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Pool 1 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator as trustee of the Supplemental Interest Swap Trust and not in its individual capacity. . (b) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer Depositor and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Swap Account and (ii) for the benefit of the Certificateholders, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class I-A Certificates and Class I-M Certificates and shall be paid as set forth under Section 4.02 and 4.09(c). (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts Fund pursuant to the Swap Agreement will be deposited by the Trustee into the Swap Account. On each Distribution Date, to the extent required, the Trustee shall withdraw such amounts from the Swap Account to distribute to the Certificates in the following order of priority, after giving effect to distributions of Excess Cashflow pursuant to Section 4.02(c)(I)(i)(C), 4.02(c)(I)(i)(D) and notify 4.02(c)(I)(i)(E): (A) first, to pay any Net Swap Payment owed to the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator Swap Counterparty pursuant to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Sellerthat remain unpaid from previous Distribution Dates; (B) second, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the to pay any Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice Termination Payment to the Swap Provider upon Counterparty, other than any failure Swap Termination Payments owed to the Swap Counterparty due to a Swap Counterparty Trigger Event; (C) third, to pay to the Class I-A Certificates pro rata any Accrued Certificate Interest on such Distribution Date and remaining unpaid from prior Distribution Dates together with interest thereon; (D) fourth, to pay to the holders of the Class I-M Certificates, in order of priority, any Accrued Certificate Interest on such Distribution Date and remaining unpaid from prior Distribution Dates together with interest thereon; (E) fifth, as part of the Group I Principal Distribution Amount, to pay to the Class I-A Certificates and Class I-M Certificates an amount equal to the lesser of: (i) any Overcollateralization Increase Amount and (ii) the principal portion of any Realized Losses previously allocated thereto that remain unreimbursed; (F) sixth, to pay concurrently to the holders of the Class I-A Certificates the amount of any Basis Risk Shortfall Carry-Forward Amount for such Class as of such Distribution Date up to the respective Swap Provider Payment Allocation for that Distribution Date; (G) seventh, to transfer pay to the Delivery holders of the Class I-M Certificates, according to the priority set forth in 4.02(c)(I)(i)(A), the amount of any Basis Risk Shortfall Carry-Forward Amount for such Class as of such Distribution Date up to the respective Swap Payment Allocation for that Distribution Date; (H) eighth, to pay concurrently to the Class I-A Certificates and Class I-M Certificates, pro rata based on the respective amounts of any Basis Risk Shortfall Carry-Forward Amount for such Class for such Distribution Date remaining unpaid as defined of that Distribution Date, the amount of such Basis Risk Shortfall Carry-Forward Amounts; (I) ninth, to the Class I-M Certificates, in order of priority, the ISDA Master Agreementprincipal portion of any Realized Losses previously allocated thereto that remain unreimbursed; (J) pursuant tenth, to an Approved Credit Support Document (as defined in pay any Swap Termination Payments owed to the Swap Agreement)Counterparty due to a Swap Counterparty Trigger Event; and (K) eleventh, to pay the Class I-SB Certificates any balance remaining.

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement and authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend of the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, of the Swap Agreement; , provided, however, that any such amendment will not where compliance with the Rating Agency Condition (as defined in the Swap Agreement) is required under the Swap Agreement, the Supplemental Interest Trust Trustee shall have received a material adverse effect to a Certificateholder as evidenced by a prior written confirmation from each applicable Rating Agency that such amendment would not result in the reduction cause such Rating Agency to downgrade or withdrawal of withdraw the then current ratings of any outstanding Class A Certificates, Mezzanine Certificates or Class B Certificates. On the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Swap Agreement, solely on behalf of Certificatesthe Supplemental Interest Trust, with the Swap Counterparty. The Swap Agreement shall be part of the Trust Fund but not part of any REMIC. The Swap Provider Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee shall not be obligated to execute, deliver and perform its obligations under enter into any amendment to the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely would in its capacity as Securities Administrator of the Supplemental Interest Trust and not in reasonable judgment adversely affect or alter its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)duties, obligations, liabilities or protections thereunder.

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of Class A, Class M and Class B Certificates, the Swap Account and (ii) for the benefit of the Class A, Class M and Class B Certificates, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the Class IO Distribution Amount. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement will be deposited by the Trustee into the Swap Account, and shall be included into the definition of Excess Cash Flow. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator to perform its obligations thereunder on behalf terms and provisions thereof against the Swap Counterparty at the written direction of the Supplemental Holders of [Class A Certificates, Class M Certificates and Class B Certificates] entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall be an Eligible Account. Amounts held in the Swap Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Swap Account pursuant to this Section 4.08. The Swap Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The [Class SB Certificateholders] shall be the owners of the Swap Account. The Trustee shall keep records that accurately reflect the funds on deposit in the Swap Account. The Trustee shall, at the direction of the Master Servicer, invest amounts on deposit in the Swap Account in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Swap Account shall remain uninvested. (f) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates [(other than the Class SB Certificates and Class R Certificates)] as having entered into a notional principal contract with the holders of the [Class SB Certificates]. Pursuant to each such notional principal contract, all holders of Certificates [(other than the Class SB Certificates and Class R Certificates)] shall be treated as having agreed to pay, on each Distribution Date, to the holder of the [Class SB 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 Trust 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"). In addition, pursuant to such notional principal contract, the holder of the [Class SB Certificates] shall be treated as having agreed to pay the related Basis Risk Shortfall Carry Forward-Amounts to the holders of the Certificates [(other than the Class SB Certificates and Class R Certificates)] in accordance with the terms of the Swap this Agreement. The Depositor hereby authorizes Any payments to the Certificates from amounts deemed received in respect of this 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 SB Certificates and directs Class R Certificates)] of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Securities Administrator to ratify on behalf holders of such Certificates in respect of the Supplemental REMIC III Regular Interest Trust, corresponding to such Class of Certificates and as the Supplemental Interest Trust’s own actions, the terms agreed to having been paid by the Depositor in relation such holders to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts Account pursuant to the Swap Agreement and notify the Securities Administrator of all such amountsnotional principal contract. The Depositor hereby directs the Securities Administrator to executeThus, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and each Certificate [(other than the Class M-10 R Certificates)] shall be treated as representing not only ownership of regular interests in REMIC III, but also ownership of an interest in, and Class M-11 Certificates. The Sellerobligations with respect to, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)a notional principal contract.

Swap Agreement. The Depositor hereby directs (a) On the Securities Administrator to execute Closing Date, the Supplemental Interest Trust Trustee shall (i) establish and deliver on behalf maintain in its name, in trust for the benefit of the Certificateholders, the Supplemental Interest Trust Account and (ii) for the benefit of the Certificateholders, cause the Supplemental Interest Trust to enter into the Swap Agreement. It is intended that the Supplemental Interest Trust be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Class SB Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool; and the powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. (b) The Supplemental Interest Trust Trustee shall deposit in the Supplemental Interest Trust Account all payments that are payable to the Supplemental Interest Trust under the Swap Agreement. Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and authorizes paid to the Securities Administrator Swap Counterparty prior to perform its obligations thereunder any distributions to the Certificateholders. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be paid as set forth under Section 4.02(c)(x). On the Business Day prior to each Distribution Date, amounts on deposit in the Supplemental Interest Trust Account that are payable to the Swap Counterparty shall be remitted by the Supplemental Interest Trust Trustee to the Swap Counterparty in the following order of priority: first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement in respect of such Distribution Date; and second to make any Swap Termination Payment owed to the Swap Counterparty pursuant to the Swap Agreement in respect of such Distribution Date. For federal income tax purposes, such amounts paid to the Supplemental Interest Trust Account in respect of each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust Account in respect of the SB-AMB Swap Agreement. (c) Net Swap Payments payable by the Swap Counterparty to the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust pursuant to the Swap Agreement shall be deposited by the Supplemental Interest Trust Trustee into the Supplemental Interest Trust Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 hereof, the Supplemental Interest Trust Trustee agrees to comply with the terms of the Swap Agreement and to enforce the terms and provisions thereof against the Swap Counterparty at the written direction of the Holders of Certificates entitled to at least 51% of the Voting Rights, or if the Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Supplemental Interest Trust Account shall be an Eligible Account. Amounts held in the Supplemental Interest Trust Account from time to time shall continue to constitute assets of the Supplemental Interest Trust, but not of the REMICs, until released from the Supplemental Interest Trust Account pursuant to this Section 4.10. The Supplemental Interest Trust Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall keep records that accurately reflect the funds on deposit in the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Supplemental Interest Trust Account in Permitted Investments specified by the Master Servicer. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Master Servicer out of its own funds immediately as realized. In the absence of written direction to the Supplemental Interest Trust Trustee from the Master Servicer, all funds in the Supplemental Interest Trust Account shall remain uninvested. (f) The Supplemental Interest Trust Trustee shall enter into the SB-AMB Swap Agreement on behalf of the Class A, Class M and Class B Certificateholders on the one hand, and on behalf of the Class SB Certificateholders on the other hand. The holders of the Class SB Certificates hereby appoint the Supplemental Interest Trust Trustee to act on their behalf with respect to entering into the SB-AMB Swap Agreement. Pursuant to the SB-AMB Swap Agreement, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB 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"). In addition, pursuant to the SB-AMB Swap Agreement, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of the SB-AMB Swap Agreement 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 SB Certificates 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 the REMIC III Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Supplemental Interest Trust Account pursuant to the SB-AMB Swap Agreement. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC III, but also ownership of an interest in, and obligations with respect to, a notional principal contract. The Master Servicer shall serve as the calculation agent pursuant to the terms of the SB-AMB Swap Agreement. (g) Upon the occurrence of an Early Termination Date, the Supplemental Interest Trust Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Supplemental Interest Trust Trustee receives a Swap Termination Payment from the Swap Counterparty, the Supplemental Interest Trust Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the Supplemental Interest Trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Supplemental Interest Trust Trustee of such Swap Termination Payment, then the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust Trustee by the original Swap Counterparty calculated in accordance with the terms of the original Swap Agreement, and deposit such amount into the Supplemental Interest Trust Account for distribution on such Distribution Date pursuant to Section 4.02(c). To the extent that the Supplemental Interest Trust is required to pay a Swap Termination Payment to the Swap Counterparty, any upfront payment received from the counterparty to a replacement swap agreement will be used to pay such Swap Termination Payment prior to using any portion of the Available Distribution Amount in respect of such Distribution Date. (h) The Depositor Supplemental Interest Trust Trustee is hereby authorizes and directs directed by the Securities Administrator Depositor, on or before the Closing Date, to ratify sign the Swap Agreement on behalf of the Supplemental Interest TrustTrust for the benefit of the Certificateholders, as in the form presented to it by the Depositor. The Supplemental Interest Trust’s own actionsTrust Trustee shall have no responsibility for the contents, the terms agreed to by the Depositor in relation to adequacy or sufficiency of the Swap Agreement, as reflected in including, without limitation, any representations and warranties contained herein. (i) The Supplemental Interest Trust Trustee is hereby directed by the Swap AgreementDepositor, and on or before the Securities Administrator hereby so ratifies Closing Date, to sign the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the SB-AMB Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not for the benefit of the Certificateholders, in its individual capacitythe form presented to it by the Depositor. The Depositor hereby instructs Supplemental Interest Trust Trustee shall have no responsibility for the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction contents, adequacy or sufficiency of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Class SB-AMB Swap Agreement), including, without limitation, any representations and warranties contained herein.

Swap Agreement. (a) The Depositor hereby directs Issuer shall enter into the Securities Administrator Initial Swap Agreement with the Initial Swap Counterparty. Subject to execute and deliver on behalf the requirements of this Section 5.12, the Issuer shall from time to time, upon the direction of the Trust Majority Noteholders, enter into one or more Replacement Swap Agreements in the event that the Initial Swap Agreement is terminated due to any “Termination Event” or “Event of Default” (each as defined in the Initial Swap Agreement) prior to its scheduled expiration and in accordance with the terms of such Swap Agreement. Other than any Replacement Swap Agreement entered into pursuant to this Section 5.12(a), the Issuer may not enter into any additional interest rate swap agreements. (b) In the event of any early termination of any Swap Agreement, (i) the Indenture Trustee shall establish the Swap Termination Payment Account (the “Swap Termination Payment Account”) over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which no Person other than the Indenture Trustee and the Class A Noteholders shall have any legal or beneficial interest, (ii) any Swap Termination Payments received from the Swap Counterparty will be remitted to the Swap Termination Payment Account and (iii) any Swap Replacement Proceeds received from a Replacement Swap Counterparty will be remitted directly to the Swap Counterparty being replaced; provided, that any such remittance to the Swap Counterparty being replaced shall not exceed the amounts, if any, owed to the Swap Counterparty under the related Swap Agreement; provided, further that a Swap Counterparty shall only receive Swap Replacement Proceeds if all Swap Termination Payments due from such Swap Counterparty to the Issuer have been paid in full and if such amounts have not been paid in full then the amount of Swap Replacement Proceeds necessary to make up any deficiency shall be remitted to the Swap Termination Payment Account. (c) The Issuer shall promptly, following the early termination of the Initial Swap Agreement due to an “Event of Default” or “Termination Event” (each as defined in the Initial Swap Agreement) and in accordance with the terms of such Swap Agreement, enter into a Replacement Swap Agreement to the extent possible and practicable through application of funds available in the Swap Termination Payment Account, upon the direction of the Majority Noteholders. (d) To the extent that (i) the funds available in the Swap Termination Payment Account exceed the costs of entering into a Replacement Swap Agreement or (ii) the Issuer determines with the written consent of the Majority Noteholders, not to replace the Initial Swap Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Swap Termination Payment Account (other than funds used to pay the costs of entering into a Replacement Swap Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 5.08(a) on the following Distribution Date. In any other situation, amounts on deposit in the Swap Termination Payment Account at any time shall be invested pursuant to Section 5.01(b) and on each Distribution Date after the creation of a Swap Termination Payment Account, the funds therein shall be used to cover any shortfalls in the amounts payable under Section 5.08(a)(i) through (xi) provided that in no event will the amount withdrawn from the Swap Termination Payment Account on such Distribution Date exceed the amount of Net Swap Receipts that would have been required to be paid on such Distribution Date under the terminated interest rate swap transaction had there been no termination of such transaction. Any amounts remaining in the Swap Termination Payment Account after payment in full of the Class A Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 5.08(a) on the following Distribution Date. (e) If the Swap Counterparty is required to post collateral under the terms of the Swap Agreement, the Indenture Trustee shall establish the Swap Collateral Account (the “Swap Collateral Account”) over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which no Person other than the Indenture Trustee and the Class A Noteholders shall have any legal or beneficial interest. The Indenture Trustee shall deposit all collateral received from the Swap Counterparty under the Swap Agreement into the Swap Collateral Account. Any and authorizes all funds at any time on deposit in, or otherwise to the Securities Administrator to perform its obligations thereunder on behalf credit of, the Swap Collateral Account shall be held in trust by the Indenture Trustee for the benefit of the Supplemental Interest Trust Class A Noteholders. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Swap Collateral Account shall be (i) for application to obligations of the Swap Counterparty to the Issuer under the Swap Agreement in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Agreement or (ii) to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation return collateral to the Swap Agreement, Counterparty when and as reflected in required by the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. . (f) If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend at any time the Swap Agreement in accordance with its terms and as requested in writing by a party becomes subject to early termination due to the Swap Agreement to cure any ambiguity in occurrence of an “Event of Default” or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document “Termination Event” (as defined in the Swap Agreement), the Issuer and the Indenture Trustee shall use reasonable efforts (following the expiration of any applicable grace period) to enforce the rights of the Issuer thereunder as may be permitted by the terms of the Swap Agreement and consistent with the terms hereof and subject to any rights of the Class A Noteholders herein or under the Swap Agreement. To the extent not fully paid from Swap Replacement Proceeds, any Swap Termination Payment owed by the Issuer to the Swap Counterparty under the Swap Agreement shall be payable to the Swap Counterparty on each following Distribution Date until paid in full in accordance with the order of priority specified in Section 5.08(a). To the extent that the Swap Replacement Proceeds exceed any such Swap Termination Payments (or if there are no Swap Termination Payments due to the Swap Counterparty), the Swap Replacement Proceeds in excess of such Swap Termination Payments, if any, shall be included in Available Funds and allocated and applied in accordance with the order of priority specified in Section 5.08(a) on the following Distribution Date.

Swap Agreement. (a) The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations as Supplemental Interest Trust Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. The Supplemental Interest Trust Trustee shall have no responsibility for the contents of such Swap Agreement, including, without limitation, the representations and warranties contained therein. Notwithstanding anything to the contrary contained herein or in the Swap Agreement, neither the Supplemental Interest Trust Trustee nor the Securities Administrator shall be required to make any payments from its own funds to the Swap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. . (b) The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trust Trustee of the Supplemental Interest Trust and not in its individual capacity. . (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of Class A, Class M and Class B Certificates, the Swap Account and (ii) for the benefit of the Class A, Class M and Class B Certificates, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the Class IO Distribution Amount. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement will be deposited by the Trustee into the Swap Account, and authorizes shall be included into the Securities Administrator definition of Excess Cash Flow. (d) Subject to perform its obligations thereunder on behalf of Sections 8.01 and 8.02 hereof, the Supplemental Interest Trust in accordance Trustee agrees to comply with the terms of the Swap Agreement. The Depositor hereby authorizes Agreement and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, enforce the terms agreed to by the Depositor in relation to and provisions thereof against the Swap Agreement, as reflected in Counterparty at the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf direction of the Holders of the Offered [Class A Certificates, Class M Certificates and the Class M-10 and Class M-11 B Certificates. The Seller, the Depositor, the Servicer and the Holders ] entitled to at least 51% of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance Voting Rights of such Certificates acknowledge and agree that Classes of Certificates, or if the Securities Administrator Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall execute, deliver and perform its obligations under be an Eligible Account. Amounts held in the Swap Agreement and Account from time to time shall do so solely in its capacity as Securities Administrator continue to constitute assets of the Supplemental Interest Trust and Fund, but not in its individual capacity. The Depositor hereby instructs of the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement REMICs, until released from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) Account pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)this Section 4.

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of Class A and Class M Certificates, the Swap Account and (ii) for the benefit of the Class A and Class M Certificates, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the Class IO Distribution Amount. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement and authorizes will be deposited by the Securities Administrator Trustee into the Swap Account. On each Distribution Date, to perform its obligations thereunder on behalf the extent required, the Trustee shall withdraw such amounts from the Swap Account to distribute to the Certificates in the following order of priority: (A) first, as part of the Supplemental Principal Distribution Amount to the Class A Certificates and the Class M Certificates, the principal portion of any Realized Losses incurred on the Mortgage Loans for the preceding calendar month; (B) second, to pay any Overcollateralization Increase Amount as part of the Principal Distribution Amount to the Class A Certificates and Class M Certificates; (C) third, to the Class A Certificates and Class M Certificates to pay Prepayment Interest Trust Shortfalls on the Mortgage Loans as set forth in accordance Section 4.02 to the extent not covered by Eligible Master Servicing Compensation on such Distribution Date on a pro rata basis; (D) fourth, to the Class A Certificates and Class M Certificates to pay Prepayment Interest Shortfalls allocated thereto remaining unpaid from prior Distribution Dates, together with interest thereon, on a pro rata basis; (E) fifth, to the Class A Certificates, to pay any Class A Basis Risk Shortfall Carry-Forward Amounts, pro rata, then to the Class M Certificates, to pay any Class M Basis Risk Shortfall Carry-Forward Amounts, as applicable, in their order of payment priority; (F) sixth, to each class of Class A Certificates and Class M Certificates, to pay Relief Act Shortfalls allocated thereto for such Distribution Date, on a pro rata basis; (G) seventh, to pay to the holders of the Class A Certificates, pro rata, then to the Class M Certificates, in the order of their payment priority, the principal portion of any Realized Losses previously allocated thereto that remain unreimbursed; and (H) eighth, to the Class SB Certificates. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Swap Agreement. The Depositor hereby authorizes Agreement and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, enforce the terms agreed to by the Depositor in relation to and provisions thereof against the Swap Agreement, as reflected in Counterparty at the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf direction of the Holders of the Offered Class A Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders M Certificates entitled to at least 51% of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance Voting Rights of such Certificates acknowledge and agree that Classes of Certificates, or if the Securities Administrator Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall execute, deliver and perform its obligations under be an Eligible Account. Amounts held in the Swap Agreement and Account from time to time shall do so solely in its capacity as Securities Administrator continue to constitute assets of the Supplemental Interest Trust and Fund, but not in its individual capacity. The Depositor hereby instructs of the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement REMICs, until released from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) Account pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)this Section 4.

Swap Agreement. (a) On the Closing Date, the Supplemental Interest Trust Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Supplemental Interest Trust Account and (ii) for the benefit of the Certificateholders, cause the Supplemental Interest Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Supplemental Interest Trust Trustee shall deposit in the Securities Administrator Supplemental Interest Trust Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and paid to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Supplemental Interest Trust Trustee to the Supplemental Interest Trust Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Supplemental Interest Trust Account on each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Account in respect of REMIC IV Regular Interest IO to the extent of the amount distributable on such REMIC IV Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Supplemental Interest Trust Trustee on behalf of the Trust Fund pursuant to the Swap Agreement shall be deposited by the Supplemental Interest Trust Trustee into the Supplemental Interest Trust Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 of the Standard Terms, the Supplemental Interest Trust Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator terms and provisions thereof against the Swap Counterparty at the written direction of the Holders of Certificates entitled to perform its obligations thereunder on behalf at least 51% of the Voting Rights, or if the Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Supplemental Interest Trust Account shall be an Eligible Account. Amounts held in the Supplemental Interest Trust Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Supplemental Interest Trust Account pursuant to this Section 4.09. The Supplemental Interest Trust Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall keep records that accurately reflect the funds on deposit in the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Supplemental Interest Trust Account in Permitted Investments. In the absence of written direction to the Supplemental Interest Trust Trustee from the Master Servicer, all funds in the Supplemental Interest Trust Account shall remain uninvested. (f) The Supplemental Interest Trust Trustee shall enter into the SB-AM Swap Agreement on behalf of the Holders of the Class A Certificates and Class M Certificates on the one hand, and on behalf of the Holders of the Class SB Certificates on the other hand. Pursuant to the SB-AM Swap Agreement, all Holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB 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"). In addition, pursuant to the SB-AM Swap Agreement, the Holders of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the Holders of the Certificates (other than the Class SB and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of the SB-AM Swap Agreement 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 SB Certificates 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 the REMIC III Regular Interest corresponding to such Class of Certificates and as having been paid by such Holders to the Supplemental Interest Trust Account pursuant to the SB-AM Swap Agreement. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC III or REMIC IV, as applicable, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (g) Upon the occurrence of an Early Termination Date, the Supplemental Interest Trust Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Supplemental Interest Trust Trustee receives a Swap Termination Payment from the Swap Counterparty, the Supplemental Interest Trust Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Supplemental Interest Trust Trustee of such Swap Termination Payment, then the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Trust by the original Swap Counterparty calculated in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the original Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand deposit such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of into the Supplemental Interest Trust and not in its individual capacityAccount for distribution on such Distribution Date pursuant to Section 4.02(c). The Depositor hereby instructs To the Securities Administrator extent that the Trust is required to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the pay a Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice Termination Payment to the Swap Provider upon Counterparty, any failure upfront payment received from the counterparty to a replacement swap agreement will be used to pay such Swap Termination Payment prior to using any portion of the Swap Provider to transfer the Delivery Available Distribution Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)for such Distribution Date.

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of Class A, Class M and Class B Certificates, the Swap Account and (ii) for the benefit of the Class A, Class M and Class B Certificates, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the Class IO Distribution Amount. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement and authorizes will be deposited by the Securities Administrator Trustee into the Swap Account. On each Distribution Date, to perform its obligations thereunder on behalf the extent required, the Trustee shall withdraw such amounts from the Swap Account to distribute to the Certificates in the following order of priority: (A) first, as part of the Supplemental Principal Distribution Amount to the Class A Certificates, the Class M Certificates and the Class B Certificates, the principal portion of any Realized Losses incurred on the Mortgage Loans for the preceding calendar month; (B) second, to pay any Overcollateralization Increase Amount as part of the Principal Distribution Amount to the Class A, Class M and Class B Certificates; (C) third, to the Class A, Class M and Class B Certificates to pay Prepayment Interest Trust Shortfalls on the Mortgage Loans as set forth in accordance Section 4.02 to the extent not covered by Eligible Master Servicing Compensation on such Distribution Date on a pro rata basis; (D) fourth, to the Class A, Class M and Class B Certificates to pay Prepayment Interest Shortfalls allocated thereto remaining unpaid from prior Distribution Dates, together with interest thereon, on a pro rata basis; (E) fifth, to the Class A Certificates, to pay any Class A Basis Risk Shortfall Carry-Forward Amounts, pro rata, then to the Class M Certificates and Class B Certificates, to pay any Class M Basis Risk Shortfall Carry-Forward Amounts or Class B Basis Risk Shortfall Carry-Forward Amounts, as applicable, in their order of payment priority; (F) sixth, to each class of Class A, Class M and Class B Certificates, to pay Relief Act Shortfalls allocated thereto for such Distribution Date, on a pro rata basis; (G) seventh, to pay to the holders of the Class A Certificates, pro rata, then to the Class M Certificates and Class B Certificates, in the order of their payment priority, the principal portion of any Realized Losses previously allocated thereto that remain unreimbursed; and (H) eighth, to the Class SB Certificates. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Swap Agreement. The Depositor hereby authorizes Agreement and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, enforce the terms agreed to by the Depositor in relation to and provisions thereof against the Swap Agreement, as reflected in Counterparty at the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf direction of the Holders of the Offered Certificates and the Class M-10 A, Class M and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders B Certificates entitled to at least 51% of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance Voting Rights of such Certificates acknowledge and agree that Classes of Certificates, or if the Securities Administrator Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall execute, deliver and perform its obligations under be an Eligible Account. Amounts held in the Swap Agreement and Account from time to time shall do so solely in its capacity as Securities Administrator continue to constitute assets of the Supplemental Interest Trust and Fund, but not in its individual capacity. The Depositor hereby instructs of the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement REMICs, until released from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) Account pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)this Section 4.

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement and authorizes the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, of the Swap Agreement; , provided, however, that any such amendment will not the Supplemental Interest Trust Trustee shall have received a material adverse effect to a Certificateholder as evidenced by a prior written confirmation from each Rating Agency that such amendment would not result in the reduction cause such Rating Agency to downgrade or withdrawal of withdraw the then current ratings of any outstanding Class A Certificates, Mezzanine Certificates or Certificates. On the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Swap Agreement, on behalf of Certificatesthe Supplemental Interest Trust, with the Swap Counterparty. The Swap Agreement shall be part of the Trust Fund but not part of any REMIC. The Swap Provider Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of Class A, Class M and Class B Certificates, the Swap Account and (ii) for the benefit of the Class A, Class M and Class B Certificates, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the Class IO Distribution Amount. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement will be deposited by the Trustee into the Swap Account, and shall be included into the definition of Excess Cash Flow. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator to perform its obligations thereunder on behalf terms and provisions thereof against the Swap Counterparty at the written direction of the Supplemental Holders of [Class A Certificates, Class M Certificates and Class B Certificates] entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of GMFI. (e) The Swap Account shall be an Eligible Account. Amounts held in the Swap Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Swap Account pursuant to this Section 4.08. The Swap Account constitutes an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The [Class SB Certificateholders] shall be the owners of the Swap Account. The Trustee shall keep records that accurately reflect the funds on deposit in the Swap Account. The Trustee shall, at the direction of the Servicer, invest amounts on deposit in the Swap Account in Permitted Investments. In the absence of written direction to the Trustee from the Servicer, all funds in the Swap Account shall remain uninvested. (f) The Trustee and the Servicer shall treat the holders of each Class of Certificates [(other than the Class SB Certificates and Class R Certificates)] as having entered into a notional principal contract with the holders of the [Class SB Certificates]. Pursuant to each such notional principal contract, all holders of Certificates [(other than the Class SB Certificates and Class R Certificates)] shall be treated as having agreed to pay, on each Distribution Date, to the holder of the [Class SB 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 Trust 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”). In addition, pursuant to such notional principal contract, the holder of the [Class SB Certificates] shall be treated as having agreed to pay the related Basis Risk Shortfall Carry Forward-Amounts to the holders of the Certificates [(other than the Class SB Certificates and Class R Certificates)] in accordance with the terms of the Swap this Agreement. The Depositor hereby authorizes Any payments to the Certificates from amounts deemed received in respect of this 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 SB Certificates and directs Class R Certificates)] of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Securities Administrator to ratify on behalf holders of such Certificates in respect of the Supplemental REMIC III Regular Interest Trust, corresponding to such Class of Certificates and as the Supplemental Interest Trust’s own actions, the terms agreed to having been paid by the Depositor in relation such holders to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts Account pursuant to the Swap Agreement and notify the Securities Administrator of all such amountsnotional principal contract. The Depositor hereby directs the Securities Administrator to executeThus, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and each Certificate [(other than the Class M-10 R Certificates)] shall be treated as representing not only ownership of regular interests in REMIC III, but also ownership of an interest in, and Class M-11 Certificates. The Sellerobligations with respect to, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)a notional principal contract.

Swap Agreement. The Depositor hereby directs Borrower shall hedge the Securities Administrator to execute and deliver on behalf of floating interest expense arising under the Trust Term Loan by maintaining at all times a Hedging Contract that satisfies the Swap following conditions: (i) any ISDA Master Agreement must utilize the ISDA 1992 Master Agreement and authorizes related Schedule and Confirmation; the Securities Administrator counterparty to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator any ISDA Master Agreement must be either Lender or another financial institution reasonably acceptable to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap AgreementLender; provided, howeverthat if the counterparty is not Lender, that any such amendment will not the counterparty must have a material adverse effect long term, unsecured and unsubordinated debt rating of at least “A” by Standard & Poor’s Rating Services, a division of The McGraw Hill Companies, Inc. and “A2” by Xxxxx’x Investors Service, Inc.; (ii) the initial ISDA Master Agreement must have (a) with respect to any initial Hedging Contract, a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement term commencing on the Closing Date and thereafter ending on behalf the Maturity Date, or (b) with respect to any Replacement Hedging Contract, a term commencing on the effective date of such replacement swap transaction and ending on the Maturity Date; (iii) any Hedging Contract must have at all times a notional amount not less than the then outstanding principal amount of the Holders Term Loan; and (iv) any Hedging Contract must swap the LIBOR Rate under the Term Loan for a fixed rate of interest acceptable to Borrower and Lender. Notwithstanding the foregoing, if for any reason, such Hedging Contract shall terminate or otherwise leave any principal under the Term Loan uncovered thereby, or if for any other reason any principal portion of the Offered Certificates Term Loan is otherwise no longer hedged by such Hedging Contract, such uncovered amount shall be immediately due and payable by Borrower; provided however, such uncovered amount shall not be immediately due and payable by Borrower if the Class M-10 Borrower executes and Class M-11 Certificates. The Seller, delivers a replacement Hedging Contract (the Depositor, “Replacement Hedging Contract”) meeting the Servicer and the Holders conditions set forth above for such uncovered amount within four (4) business days of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance effective date of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator termination of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs Hedging Contract or the Securities Administrator to make failure of any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction principal portion of the Delivery Amount (as defined in the ISDA Master Agreement) requirementTerm Loan to continue to be hedged thereby. The Depositor hereby instructs the Securities Administrator Any Hedging Contract entered into by Borrower is subject to deliver notice events of default and termination events pursuant to the Swap Provider upon terms and conditions thereof, including, without limitation, any failure payment of principal of the Swap Provider Term Loan prior to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)due date of such payment.

Swap Agreement. (a) On the Closing Date, the Supplemental Interest Trust Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Supplemental Interest Trust Account and (ii) for the benefit of the Certificateholders, cause the Supplemental Interest Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Supplemental Interest Trust Trustee shall deposit in the Securities Administrator Supplemental Interest Trust Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and paid to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Supplemental Interest Trust Trustee to the Supplemental Interest Trust Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Supplemental Interest Trust Account on each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Account in respect of REMIC V Regular Interest IO to the extent of the amount distributable on such REMIC V Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Supplemental Interest Trust Trustee on behalf of the Trust Fund pursuant to the Swap Agreement shall be deposited by the Supplemental Interest Trust Trustee into the Supplemental Interest Trust Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 of the Standard Terms, the Supplemental Interest Trust Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator terms and provisions thereof against the Swap Counterparty at the written direction of the Holders of Certificates entitled to perform its obligations thereunder on behalf at least 51% of the Voting Rights, or if the Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Supplemental Interest Trust Account shall be an Eligible Account. Amounts held in the Supplemental Interest Trust Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Supplemental Interest Trust Account pursuant to this Section 4.09. The Supplemental Interest Trust Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall keep records that accurately reflect the funds on deposit in the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Supplemental Interest Trust Account in Permitted Investments. In the absence of written direction to the Supplemental Interest Trust Trustee from the Master Servicer, all funds in the Supplemental Interest Trust Account shall remain uninvested. (f) The Supplemental Interest Trust Trustee shall enter into the SB-AM Swap Agreement on behalf of the holders of the Class A Certificates and Class M Certificates on the one hand, and on behalf of the holders of the Class SB Certificates on the other hand. Pursuant to the SB-AM Swap Agreement, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 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"). In addition, pursuant to the SB-AM Swap Agreement, the holders of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the Certificates (other than the Class SB and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of the SB-AM Swap Agreement 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 SB Certificates 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 the REMIC IV Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Supplemental Interest Trust Account pursuant to the SB-AM Swap Agreement. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC IV or REMIC V, as applicable, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (g) Upon the occurrence of an Early Termination Date, the Supplemental Interest Trust Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Supplemental Interest Trust Trustee receives a Swap Termination Payment from the Swap Counterparty, the Supplemental Interest Trust Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Supplemental Interest Trust Trustee of such Swap Termination Payment, then the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Trust by the original Swap Counterparty calculated in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the original Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand deposit such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of into the Supplemental Interest Trust and not in its individual capacityAccount for distribution on such Distribution Date pursuant to Section 4.02(c). The Depositor hereby instructs To the Securities Administrator extent that the Trust is required to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the pay a Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice Termination Payment to the Swap Provider upon Counterparty, any failure upfront payment received from the counterparty to a replacement swap agreement will be used to pay such Swap Termination Payment prior to using any portion of the Swap Provider to transfer the Delivery Available Distribution Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)for such Distribution Date.

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Swap Account and (ii) for the benefit of the Certificateholders, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement shall be deposited by the Trustee into the Swap Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 of the Standard Terms, the Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator to perform its obligations thereunder on behalf terms and provisions thereof against the Swap Counterparty at the written direction of the Supplemental Holders of Certificates entitled to at least 51% of the Voting Rights, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall be an Eligible Account. Amounts held in the Swap Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Swap Account pursuant to this Section 4.09. The Swap Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Swap Account. The Trustee shall keep records that accurately reflect the funds on deposit in the Swap Account. The Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Swap Account in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Swap Account shall remain uninvested. (f) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB, Class P and Class R Certificates) as having entered into a notional principal contract (the "SB-AM Swap Agreement") with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC II 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"). In addition, pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the Certificates (other than the Class SB, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this 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 SB Certificates 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 the REMIC III Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Swap Account pursuant to the notional principal contract. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC III, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (g) Upon the occurrence of an Early Termination Date, the Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Trustee receives a Swap Termination Payment from the Swap Counterparty, the Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Trustee of such Swap Termination Payment, then the Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Trust by the original Swap Counterparty calculated in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the original Swap Agreement, and the Securities Administrator hereby so ratifies deposit such amount into the Swap Agreement. If based upon a notice from the valuation agent Account for distribution on such Distribution Date pursuant to section 4(c) of Section 4.02(c). To the credit support annex, extent that the Securities Administrator determines that Trust is required to pay a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party Termination Payment to the Swap Agreement to cure Counterparty, any ambiguity in or correct or supplement any provision of, upfront payment received from the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect counterparty to a Certificateholder as evidenced by a written confirmation from each Rating Agency that replacement swap agreement will be used to pay such amendment would not result in the reduction or withdrawal Swap Termination Payment prior to using any portion of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all Available Distribution Amount for such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)Distribution Date.

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from Agreement on behalf of the valuation agent Trust pursuant to section 4(c) the direction of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annexDepositor. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, of the Swap Agreement; provided, however, that any such amendment will not the Securities Administrator shall have received a material adverse effect to a Certificateholder as evidenced by a prior written confirmation from each Rating Agency Agency, to the extent required in the Swap Agreement, that such amendment would not result in the reduction cause such Rating Agency to downgrade or withdrawal of withdraw the then current ratings of any outstanding Class A Certificates, Mezzanine Certificates or Junior Subordinate Certificates. On the Closing Date, the Securities Administrator shall enter into the Swap Agreement, on behalf of Certificatesthe Trust, with the Swap Counterparty. The Swap Agreement shall be part of the Trust Fund but not part of any REMIC. The Swap Provider Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement and authorizes the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s 's own actions, the terms agreed to by the Depositor (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, of the Swap Agreement; , provided, however, that any such amendment will not the Supplemental Interest Trust Trustee shall have received a material adverse effect to a Certificateholder as evidenced by a prior written confirmation from each Rating Agency that such amendment would not result in the reduction cause such Rating Agency to downgrade or withdrawal of withdraw the then current ratings of any outstanding Class A Certificates, Mezzanine Certificates or Class B Certificates. On the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Swap Agreement, on behalf of Certificatesthe Supplemental Interest Trust, with the Swap Counterparty. The Swap Agreement shall be part of the Trust Fund but not part of any REMIC. The Swap Provider Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Swap Account and (ii) for the benefit of the Certificateholders, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement shall be deposited by the Trustee into the Swap Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 of the Standard Terms, the Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator terms and provisions thereof against the Swap Counterparty at the written direction of the Holders of Certificates entitled to perform its obligations thereunder at least 51% of the Voting Rights, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall be an Eligible Account. Amounts held in the Swap Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Swap Account pursuant to this Section 4.09. The Swap Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Swap Account. The Trustee shall keep records that accurately reflect the funds on deposit in the Swap Account. The Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Swap Account in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Swap Account shall remain uninvested. (f) The Trustee shall enter into the SB-AM Swap Agreement on behalf of the Supplemental holders of the Class A Certificates and Class M Certificates on the one hand, and on behalf of the holders of the Class SB Certificates on the other hand. Pursuant to the SB-AM Swap Agreement, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB 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"). In addition, pursuant to the SB-AM Swap Agreement, the holders of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the Certificates (other than the Class SB and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of the SB-AM Swap Agreement 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 SB Certificates 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 the REMIC III Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Swap Account pursuant to the SB-AM Swap Agreement. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC III, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (g) Upon the occurrence of an Early Termination Date, the Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Trustee receives a Swap Termination Payment from the Swap Counterparty, the Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Trustee of such Swap Termination Payment, then the Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Trust by the original Swap Counterparty calculated in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the original Swap Agreement, and the Securities Administrator hereby so ratifies deposit such amount into the Swap Agreement. If based upon a notice from the valuation agent Account for distribution on such Distribution Date pursuant to section 4(c) of Section 4.02(c). To the credit support annex, extent that the Securities Administrator determines that Trust is required to pay a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party Termination Payment to the Swap Agreement to cure Counterparty, any ambiguity in or correct or supplement any provision of, upfront payment received from the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect counterparty to a Certificateholder as evidenced by a written confirmation from each Rating Agency that replacement swap agreement will be used to pay such amendment would not result in the reduction or withdrawal Swap Termination Payment prior to using any portion of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all Available Distribution Amount for such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)Distribution Date.

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of Class A, Class M and Class B Certificates, the Swap Account and (ii) for the benefit of the Class A, Class M and Class B Certificates, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the Class IO Distribution Amount. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement will be deposited by the Trustee into the Swap Account, and authorizes shall be included into the Securities Administrator to perform its obligations thereunder on behalf definition of the Supplemental Interest Trust Excess Cash Flow and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Swap Agreement. The Depositor hereby authorizes Agreement and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, enforce the terms agreed to by the Depositor in relation to and provisions thereof against the Swap Agreement, as reflected in Counterparty at the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf direction of the Holders of the Offered Class A Certificates, Class M Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders B Certificates entitled to at least 51% of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance Voting Rights of such Certificates acknowledge and agree that Classes of Certificates, or if the Securities Administrator Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall execute, deliver and perform its obligations under be an Eligible Account. Amounts held in the Swap Agreement and Account from time to time shall do so solely in its capacity as Securities Administrator continue to constitute assets of the Supplemental Interest Trust and Fund, but not in its individual capacity. The Depositor hereby instructs of the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement REMICs, until released from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) Account pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)this Section 4.

Swap Agreement. The Depositor hereby directs (a) On the Securities Administrator to execute Closing Date, and deliver on behalf each Additional Closing Date on which a Subclass of Class A-FL Certificates is issued, the Trustee shall enter into a Swap Agreement for the benefit of the Class A-FL Certificates issued on such Closing Date or Additional Closing Date, as the case may be. Each Swap Agreement shall not be considered part of the Trust Fund but instead shall be considered to be part of a separate trust (the “Swap Trust”) consisting of the Floating Rate Account and the Swap Agreements, held for the benefit of the Class A-FL Certificateholders. (b) The Trustee shall deposit any payments received from the Swap Counterparty in respect of any Swap Agreement directly into the Floating Rate Account. On each Distribution Date, any net amount payable to the Swap Counterparty under a Swap Agreement shall be withdrawn by the Trustee from the Floating Rate Account (after giving effect to the related deposit therein made pursuant to Section 4.01) and paid to the Swap Counterparty in accordance with such Swap Agreement. The Trustee shall have no obligation to pay any amount due to the Swap Counterparty under such Swap Agreement except to the extent funds are available for that purpose in the Floating Rate Account. (c) If on any Swap Payment Date the Swap Counterparty shall have failed to make a required payment to the Trustee in respect of a Swap Agreement, the Trustee shall provide prompt written notice of such failure to the Swap Counterparty, the Swap Guarantor, the Servicer and the Depositor. (d) If an “Event of Default” or “Termination Event” shall occur under (and as such terms are defined in) a Swap Agreement where the Swap Counterparty is the defaulting or the affected party, then, if directed by the Holders representing at least 100% of the Class Principal Balance of the related Subclass of Class A-FL Certificates, the Trustee will enforce its rights as Trustee to terminate such Swap Agreement in accordance with the terms thereof by the next succeeding Swap Payment Date and to enforce payment of the amounts due from the Swap Counterparty and the Swap Guarantor thereunder, and 100% of the Class Principal Balance of the related Subclass of Class A-FL Certificates shall also consent that the costs and expenses incurred by the Trustee in connection with enforcing its rights under the Swap Agreement will be reimbursable to the Trustee out of amounts on deposit in the Floating Rate Account to the extent not reimbursed by the Swap Counterparty and authorizes are limited to such amounts and are not reimbursable from any such other amounts. (e) In the Securities Administrator event of any early termination of a Swap Agreement, any termination payment paid by the Swap Counterparty under such Swap Agreement (“Swap Termination Receipts”) shall be deposited by the Trustee in the Floating Rate Account. In such event, the Trustee will use reasonable efforts to perform its obligations thereunder enter into a replacement swap agreement on behalf substantially identical terms (a “Replacement Swap“), unless a Replacement Swap has already been arranged by the Swap Counterparty pursuant to the Swap Agreement. If the Replacement Swap is not upon substantially identical terms and form of documentation, a Rating Agency Confirmation shall have been received. Any upfront payment received by the Trustee under the Replacement Swap (“Replacement Swap Proceeds”) shall be deposited by the Trustee into the Floating Rate Account. The Trustee shall apply the amount of any Swap Termination Receipts deposited into the Floating Rate Account toward the payment of any costs and expenses (including any up-front payment due under the Replacement Swap and the reasonable fees and expenses of any investment advisor engaged by the Trustee in connection therewith) associated with entering into the Replacement Swap. To the extent that Swap Termination Receipts exceed the costs of entering into a Replacement Swap, or if the Trustee determines that the amount of the Supplemental Interest Trust Swap Termination Receipts would not be sufficient to cover the costs and expenses associated with any Replacement Swap, any unused Swap Termination Receipts will be distributed to the Holders of the related Subclass of Class A-FL Certificates as premium (pro rata based on their respective Certificate Principal Balances), provided that, if directed by the Holders representing at least 100% of the Class Principal Balance of the related Subclass of Class A-FL Certificates to enter into a Replacement Swap when the Swap Termination Receipts are not sufficient to cover the costs and expenses associated with such Replacement Swap, the Trustee may reimburse itself out of the Floating Rating Account for the costs and expenses (including any up-front payment due under the Replacement Swap and the reasonable fees and expenses of any investment advisor engaged by the Trustee in accordance with connection therewith) in entering into such Replacement Swap. (f) If the Swap Counterparty becomes required to post any collateral pursuant to the terms of a Swap Agreement, the Trustee shall promptly establish in its own name at an Eligible Institution a segregated trust account (which may be a sub-account of the Distribution Account) for the purpose of holding such collateral (a “Swap Collateral Account”) and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall deposit all collateral received from the Swap Counterparty under such Swap Agreement into the Swap Collateral Account. Subject to the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by Trustee shall apply the Depositor in relation to the Swap Agreement, as reflected collateral in the Swap Agreement, and Collateral Account solely for the Securities Administrator hereby so ratifies following purposes: (i) to satisfy the obligations of the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent Counterparty under the Swap Agreement and shall calculate all amounts pursuant if the Swap Agreement becomes subject to early termination or (ii) to return collateral to the Swap Counterparty as and when required by the Swap Agreement. (g) On the Business Day prior to each Swap Payment Date, the Trustee shall determine the amount of funds to be deposited into the Floating Rate Account pursuant to Section 4.01 hereof on the next succeeding Distribution Date based upon, and assuming the Trustee’s timely receipt of, the Servicing Report. If the amount of such funds are insufficient to make all payments due to the Swap Counterparty under a Swap Agreement and on such Distribution Date, the Trustee shall promptly notify the Securities Administrator Swap Counterparty of all the amount of such amounts. shortfall in accordance with such Swap Agreement. (h) The Depositor Trustee is hereby directs the Securities Administrator directed to execute, deliver and perform its obligations under the Swap Agreement for the Series 2007-1 Class A-FL Certificates on the Closing Date and thereafter on behalf of of, and for the benefit of, the Holders of the Offered Certificates and the Series 2007-1 Class M-10 and Class M-11 A-FL Certificates. The SellerEach of the parties hereto, the Depositor, the Servicer and the Holders of the Offered Series 2007-1 Class A-FL Certificates and the Class M-10 and Class M-11 Certificates (by their acceptance of such Certificates thereof), acknowledge and agree that the Securities Administrator shall executeTrustee is executing, deliver delivering and perform performing its obligations under the such Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust Trustee hereunder and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement and authorizes the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, of the Swap Agreement; , provided, however, that any such amendment will not the Supplemental Interest Trust Trustee shall have received a material adverse effect to a Certificateholder as evidenced by a prior written confirmation from each Rating Agency that such amendment would not result in the reduction cause such Rating Agency to downgrade or withdrawal of withdraw the then current ratings of any outstanding Class A Certificates, Mezzanine Certificates or Class B Certificates. On the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Swap Agreement, on behalf of Certificatesthe Supplemental Interest Trust, with the Swap Counterparty. The Swap Agreement shall be part of the Trust Fund but not part of any REMIC. The Swap Provider Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under and make the representations contained in the Swap Agreement (including, without limitation, the tax representations in part 2 of the schedule to the Swap Agreement) on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. Furthermore, the Depositor hereby authorizes the Securities Administrator, in its capacity as securities administrator on behalf of the Supplemental Interest Trust, to accept any “Firm Offers” as specified in the Swap Agreement. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. (a) On the Closing Date, the Supplemental Interest Trust Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Supplemental Interest Trust Account and (ii) for the benefit of the Certificateholders, cause the Supplemental Interest Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Supplemental Interest Trust Trustee shall deposit in the Securities Administrator Supplemental Interest Trust Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and paid to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Supplemental Interest Trust Trustee to the Supplemental Interest Trust Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Supplemental Interest Trust Account on each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Account in respect of REMIC IV Regular Interest IO to the extent of the amount distributable on such REMIC IV Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Supplemental Interest Trust Trustee on behalf of the Trust Fund pursuant to the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of shall be deposited by the Supplemental Interest Trust Trustee into the Supplemental Interest Trust Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 of the Standard Terms, the Supplemental Interest Trust Trustee agrees to comply with the terms of the Swap Agreement. The Depositor hereby authorizes Agreement and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, enforce the terms agreed to by the Depositor in relation to and provisions thereof against the Swap Agreement, as reflected in Counterparty at the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf direction of the Holders of Certificates entitled to at least 51% of the Offered Certificates and Voting Rights, or if the Class M-10 and Class M-11 CertificatesSupplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Supplemental Interest Trust Account shall be an Eligible Account. Amounts held in the Supplemental Interest Trust Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Supplemental Interest Trust Account pursuant to this Section 4.09. The Seller, Supplemental Interest Trust Account constitutes an "outside reserve fund" within the Depositor, the Servicer meaning of Treasury Regulation Section 1.860G-2(h) and the Holders is not an asset of the Offered Certificates and REMICs. The Class SB Certificateholders shall be the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator owners of the Supplemental Interest Trust and not in its individual capacityAccount. The Depositor hereby instructs Supplemental Interest Trust Trustee shall keep records that accurately reflect the Securities Administrator to make any and all demands for Eligible Collateral (as defined funds on deposit in the ISDA Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall, at the written direction of the Master Agreement) under Servicer, invest amounts on deposit in the Swap Agreement Supplemental Interest Trust Account in Permitted Investments. In the absence of written direction to the Supplemental Interest Trust Trustee from the Swap Provider in satisfaction of the Delivery Amount (as defined Master Servicer, all funds in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)Supplemental Interest Trust Account shall remain uninvested.

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator Supplemental Interest Trust Trustee determines that a delivery amount exists, then the Securities Administrator Supplemental Interest Trust Trustee shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation delivered to the Supplemental Interest Trust Trustee from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute, deliver and perform its obligations under and make the representations contained in the Swap Agreement (including, without limitation, the representation that the X.X. Xxxxxx Mortgage Acquisition Trust 2007-CH3 Supplemental Interest Trust is a United States Person) on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and Certificates. Furthermore, the Class M-10 and Class M-11 CertificatesDepositor hereby authorizes the Supplemental Interest Trust Trustee, in its capacity as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust, to accept any “Firm Offers” as specified in the Swap Agreement. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator Supplemental Interest Trust Trustee of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Swap Account and (ii) for the benefit of the Certificateholders, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the SB-AMB Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement shall be deposited by the Trustee into the Swap Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 of the Standard Terms, the Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator terms and provisions thereof against the Swap Counterparty at the written direction of the Holders of Certificates entitled to perform its obligations thereunder at least 51% of the Voting Rights, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall be an Eligible Account. Amounts held in the Swap Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Swap Account pursuant to this Section 4.09. The Swap Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Swap Account. The Trustee shall keep records that accurately reflect the funds on deposit in the Swap Account. The Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Swap Account in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Swap Account shall remain uninvested. (f) The Trustee shall enter into the SB-AMB Swap Agreement on behalf of the Supplemental holders of the Class A, Class M and Class B Certificates on the one hand, and on behalf of the holders of the Class SB Certificates on the other hand. Pursuant to the SB-AMB Swap Agreement, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB 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"). In addition, pursuant to the SB-AMB Swap Agreement, the holders of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the Certificates (other than the Class SB and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of the SB-AMB Swap Agreement 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 SB Certificates 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 the REMIC III Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Swap Account pursuant to the SB-AMB Swap Agreement. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC III, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (g) Upon the occurrence of an Early Termination Date, the Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Trustee receives a Swap Termination Payment from the Swap Counterparty, the Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Trustee of such Swap Termination Payment, then the Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Trust by the original Swap Counterparty calculated in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the original Swap Agreement, and the Securities Administrator hereby so ratifies deposit such amount into the Swap Agreement. If based upon a notice from the valuation agent Account for distribution on such Distribution Date pursuant to section 4(c) of Section 4.02(c). To the credit support annex, extent that the Securities Administrator determines that Trust is required to pay a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party Termination Payment to the Swap Agreement to cure Counterparty, any ambiguity in or correct or supplement any provision of, upfront payment received from the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect counterparty to a Certificateholder as evidenced by a written confirmation from each Rating Agency that replacement swap agreement will be used to pay such amendment would not result in the reduction or withdrawal Swap Termination Payment prior to using any portion of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all Available Distribution Amount for such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)Distribution Date.

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement and authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, of the Swap Agreement; , provided, however, that any such amendment will not where compliance with the Rating Agency Condition (as defined in the Swap Agreement) is required under the Swap Agreement, the Supplemental Interest Trust Trustee shall have received a material adverse effect to a Certificateholder as evidenced by a prior written confirmation from each applicable Rating Agency that such amendment would not result in the reduction cause such Rating Agency to downgrade or withdrawal of withdraw the then current ratings of any outstanding Class A Certificates, Mezzanine Certificates or Class B Certificates. On the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Swap Agreement, on behalf of Certificatesthe Supplemental Interest Trust, with the Swap Counterparty. The Swap Agreement shall be part of the Trust Fund but not part of any REMIC. The Swap Provider Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Swap Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations as Swap Trustee thereunder on behalf of the Supplemental Interest Swap Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Swap Trust, as the Supplemental Interest Swap Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. The Swap Trustee shall have no responsibility for the contents of such Swap Agreement, including, without limitation, the representations and warranties contained therein. Notwithstanding anything to the contrary contained herein or in the Swap Agreement, neither the Swap Trustee nor the Securities Administrator shall be required to make any payments from its own funds to the Swap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. . (a) The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator as Swap Trustee of the Supplemental Interest Swap Trust and not in its individual capacity. . (b) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Swap Account and (ii) for the benefit of the Certificateholders, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC IV Regular Interest IO to the extent of the amount distributable on such REMIC IV Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement shall be deposited by the Trustee into the Swap Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator to perform its obligations thereunder on behalf terms and provisions thereof against the Swap Counterparty at the written direction of the Supplemental Holders of Certificates entitled to at least 51% of the Voting Rights, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall be an Eligible Account. Amounts held in the Swap Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Swap Account pursuant to this Section 4.10. The Swap Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Swap Account. The Trustee shall keep records that accurately reflect the funds on deposit in the Swap Account. The Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Swap Account in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Swap Account shall remain uninvested. (f) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract (the "SB-AM Swap Agreement") with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 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"). In addition, pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this 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 SB Certificates 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 the REMIC IV Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Swap Account pursuant to the notional principal contract. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (g) Upon the occurrence of an Early Termination Date, the Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Trustee receives a Swap Termination Payment from the Swap Counterparty, the Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Trustee of such Swap Termination Payment, then the Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Trust by the original Swap Counterparty calculated in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the original Swap Agreement, and the Securities Administrator hereby so ratifies deposit such amount into the Swap Agreement. If based upon a notice from the valuation agent Account for distribution on such Distribution Date pursuant to section 4(c) of Section 4.02(c). To the credit support annex, extent that the Securities Administrator determines that Trust is required to pay a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party Termination Payment to the Swap Agreement to cure Counterparty, any ambiguity in or correct or supplement any provision of, upfront payment received from the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect counterparty to a Certificateholder as evidenced by a written confirmation from each Rating Agency that replacement swap agreement will be used to pay such amendment would not result in the reduction or withdrawal Swap Termination Payment prior to using any portion of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all Available Distribution Amount for such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)Distribution Date.

Swap Agreement. (a) The Depositor hereby directs Issuer shall enter into the Securities Administrator Initial Swap Agreement with the Initial Swap Counterparty. Subject to execute and deliver on behalf the requirements of this Section 5.12, the Issuer shall from time to time, upon the direction of the Trust Class A Insurer pursuant to Section 5.05 of the Insurance Agreement, enter into one or more Replacement Swap Agreements in the event that the Initial Swap Agreement is terminated due to any “Termination Event” or “Event of Default” (each as defined in the Initial Swap Agreement) prior to its scheduled expiration and in accordance with the terms of such Swap Agreement. Other than any Replacement Swap Agreement entered into pursuant to this Section 5.12(a), the Issuer may not enter into any additional interest rate swap agreements. (b) In the event of any early termination of any Swap Agreement, (i) the Indenture Trustee shall establish the Swap Termination Payment Account (the “Swap Termination Payment Account”) over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which no Person other than the Indenture Trustee, the Class A Noteholders and the Class A Insurer shall have any legal or beneficial interest, (ii) any Swap Termination Payments received from the Swap Counterparty will be remitted to the Swap Termination Payment Account and (iii) any Swap Replacement Proceeds received from a Replacement Swap Counterparty will be remitted directly to the Swap Counterparty being replaced; provided, that any such remittance to the Swap Counterparty being replaced shall not exceed the amounts, if any, owed to the Swap Counterparty under the related Swap Agreement; provided, further that a Swap Counterparty shall only receive Swap Replacement Proceeds if all Swap Termination Payments due from such Swap Counterparty to the Issuer have been paid in full and if such amounts have not been paid in full then the amount of Swap Replacement Proceeds necessary to make up any deficiency shall be remitted to the Swap Termination Payment Account. (c) The Issuer shall promptly, following the early termination of any Initial Swap Agreement due to an “Event of Default” or “Termination Event” (each as defined in the Initial Swap Agreement) and in accordance with the terms of such Swap Agreement, enter into a Replacement Swap Agreement to the extent possible and practicable through application of funds available in the Swap Termination Payment Account, upon the direction of the Class A Insurer pursuant to Section 5.05 of the Insurance Agreement (so long as no Class A Insurer Default has occurred and is continuing). (d) To the extent that (i) the funds available in the Swap Termination Payment Account exceed the costs of entering into a Replacement Swap Agreement or (ii) the Issuer determines with the consent of the Class A Insurer (so long as no Class A Insurer Default has occurred and is continuing) not to replace the Initial Swap Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Swap Termination Payment Account (other than funds used to pay the costs of entering into a Replacement Swap Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 5.08(a) on the following Distribution Date. In any other situation, amounts on deposit in the Swap Termination Payment Account at any time shall be invested pursuant to Section 5.01(b) and on each Distribution Date after the creation of a Swap Termination Payment Account, the funds therein shall be used to cover any shortfalls in the amounts payable under Section 5.08(a)(i) through (xi) provided that in no event will the amount withdrawn from the Swap Termination Payment Account on such Distribution Date exceed the amount of Net Swap Receipts that would have been required to be paid on such Distribution Date under the terminated interest rate swap transaction had there been no termination of such transaction. Any amounts remaining in the Swap Termination Payment Account after payment in full of the Class A Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 5.08(a) on the following Distribution Date. (e) If the Swap Counterparty is required to post collateral under the terms of the Swap Agreement, the Indenture Trustee shall establish the Swap Collateral Account (the “Swap Collateral Account”) over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which no Person other than the Indenture Trustee, the Class A Noteholders and the Class A Insurer shall have any legal or beneficial interest. The Indenture Trustee shall deposit all collateral received from the Swap Counterparty under the Swap Agreement into the Swap Collateral Account. Any and authorizes all funds at any time on deposit in, or otherwise to the Securities Administrator to perform its obligations thereunder on behalf credit of, the Swap Collateral Account shall be held in trust by the Indenture Trustee for the benefit of the Supplemental Interest Trust Class A Noteholders and the Class A Insurer. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Swap Collateral Account shall be (i) for application to obligations of the Swap Counterparty to the Issuer under the Swap Agreement in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Agreement or (ii) to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation return collateral to the Swap Agreement, Counterparty when and as reflected in required by the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. . (f) If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend at any time the Swap Agreement in accordance with its terms and as requested in writing by a party becomes subject to early termination due to the Swap Agreement to cure any ambiguity in occurrence of an “Event of Default” or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document “Termination Event” (as defined in the Swap Agreement), the Issuer and the Indenture Trustee shall use reasonable efforts (following the expiration of any applicable grace period) to enforce the rights of the Issuer thereunder as may be permitted by the terms of the Swap Agreement and consistent with the terms hereof and subject to any rights of the Class A Insurer herein or under the Swap Agreement. To the extent not fully paid from Swap Replacement Proceeds, any Swap Termination Payment owed by the Issuer to the Swap Counterparty under the Swap Agreement shall be payable to the Swap Counterparty in installments made on each following Distribution Date until paid in full in accordance with the order of priority specified in Section 5.08(a). To the extent that the Swap Replacement Proceeds exceed any such Swap Termination Payments (or if there are no Swap Termination Payments due to the Swap Counterparty), the Swap Replacement Proceeds in excess of such Swap Termination Payments, if any, shall be included in Available Funds and allocated and applied in accordance with the order of priority specified in Section 5.08(a) on the following Distribution Date.

Swap Agreement. (a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Certificateholders, the Swap Account and (ii) for the benefit of the Certificateholders, cause the Trust to enter into the Swap Agreement. (b) The Depositor hereby directs Trustee shall deposit in the Securities Administrator Swap Account all payments that are payable to execute the Trust Fund under the Swap Agreement. Net Swap Payments and deliver Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the Trustee to the Swap Account for payment to the Swap Counterparty, and such amounts (plus any amounts deposited into the Swap Account pursuant to Section 4.02(c)(x)) shall be paid to the Swap Counterparty in the following order of priority: first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date; and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates,Class M Certificates and Class B Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant to the Swap Agreement shall be deposited by the Trustee into the Swap Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Swap Agreement and authorizes to enforce the Securities Administrator to perform its obligations thereunder on behalf terms and provisions thereof against the Swap Counterparty at the written direction of the Supplemental Holders of Certificates entitled to at least 51% of the Voting Rights, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Swap Account shall be an Eligible Account. Amounts held in the Swap Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Swap Account pursuant to this Section 4.10. The Swap Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Swap Account. The Trustee shall keep records that accurately reflect the funds on deposit in the Swap Account. The Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Swap Account in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Swap Account shall remain uninvested. (f) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract (the "SB-AM Swap Agreement") with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB 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"). In addition, pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this 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 SB Certificates 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 the REMIC III Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Swap Account pursuant to the notional principal contract. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC III, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (g) Upon the occurrence of an Early Termination Date, the Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Trustee receives a Swap Termination Payment from the Swap Counterparty, the Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Trustee of such Swap Termination Payment, then the Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Trust by the original Swap Counterparty calculated in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the original Swap Agreement, and the Securities Administrator hereby so ratifies deposit such amount into the Swap Agreement. If based upon a notice from the valuation agent Account for distribution on such Distribution Date pursuant to section 4(c) of Section 4.02(c). To the credit support annex, extent that the Securities Administrator determines that Trust is required to pay a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party Termination Payment to the Swap Agreement to cure Counterparty, any ambiguity in or correct or supplement any provision of, upfront payment received from the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect counterparty to a Certificateholder as evidenced by a written confirmation from each Rating Agency that replacement swap agreement will be used to pay such amendment would not result in the reduction or withdrawal Swap Termination Payment prior to using any portion of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all Available Distribution Amount for such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)Distribution Date.

Swap Agreement. The Depositor hereby directs the Securities Administrator Trustee shall have no power to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with vary the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any this Agreement shall be considered to have been amended to grant such amendment will not have a material adverse effect power to a Certificateholder as evidenced by a written confirmation from each the Trustee if it receives (a) the consent of Certificateholders with aggregate Fractional Interests representing 51% or more of the Trust, (b) the consent of the Servicer if the Servicer would be adversely affected thereby, (c) Rating Agency Confirmation Notices, (d) an Opinion of Counsel that such amendment would shall not result in cause the reduction or withdrawal Trust not to be treated as a Pass-Through Organization for federal income tax purposes and (e) the prior written consent of the then current ratings of Cooperative, if such action would affect, in any outstanding Class of Certificates. The material respect, the Cooperative's rights and obligations under the Swap Agreement that have not been assigned to the Trustee; provided, further, the Trustee shall not part have the power to liquidate the Swap Agreement and to liquidate any collateral therefor in accordance with Section 7.5(e) hereof if the Swap Agreement terminates or the Trust terminates or if an "event of any REMIC. The default" or "illegality" with respect to the Swap Provider has occurred and is the calculation agent continuing under the Swap Agreement and shall calculate all amounts pursuant the Credit Support Annex permits the Trustee as secured party to liquidate collateral thereunder. The Swap Agreement provides that (i) the Trust will, on each Certificate Interest Payment Date, be entitled to a Swap Payment, and (ii) the Trust will on the Swap Provider Payment Date coinciding with each Note Payment Date, be required to pay the Swap Provider Payment to the Swap Agreement and notify the Securities Administrator of all such amountsProvider. The Depositor hereby directs the Securities Administrator Trustee agrees to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice distribute to the Swap Provider upon any failure by wire transfer of the Swap Provider to transfer the Delivery Amount (immediately available funds such payment as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined set forth in the Swap Agreement). In connection with carrying out of the transactions contemplated by the Swap Agreement, the Trustee will be entitled to the same rights, immunities, exculpations and other protections as provided in this Agreement.

Swap Agreement. The Depositor hereby directs (a) On the Securities Administrator to execute Closing Date, the Supplemental Interest Trust Trustee shall (i) establish and deliver on behalf maintain in its name, in trust for the benefit of the Certificateholders, the Supplemental Interest Trust Account and (ii) for the benefit of the Certificateholders, cause the Supplemental Interest Trust to enter into the Swap Agreement. It is intended that the Supplemental Interest Trust be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Class SB Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool; and the powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. (b) The Supplemental Interest Trust Trustee shall deposit in the Supplemental Interest Trust Account all payments that are payable to the Supplemental Interest Trust under the Swap Agreement. Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and authorizes paid to the Securities Administrator Swap Counterparty prior to perform its obligations thereunder any distributions to the Certificateholders. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be paid as set forth under Section 4.02(c)(x). On the Business Day prior to each Distribution Date, amounts on deposit in the Supplemental Interest Trust Account that are payable to the Swap Counterparty shall be remitted by the Supplemental Interest Trust Trustee to the Swap Counterparty in the following order of priority: first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement in respect of such Distribution Date; and second to make any Swap Termination Payment owed to the Swap Counterparty pursuant to the Swap Agreement in respect of such Distribution Date. For federal income tax purposes, such amounts paid to the Supplemental Interest Trust Account in respect of each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Account in respect of REMIC III Regular Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust Account in respect of the SB-AM Swap Agreement. (c) Net Swap Payments payable by the Swap Counterparty to the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust pursuant to the Swap Agreement shall be deposited by the Supplemental Interest Trust Trustee into the Supplemental Interest Trust Account and shall be applied in accordance with Section 4.02. (d) Subject to Sections 8.01 and 8.02 hereof, the Supplemental Interest Trust Trustee agrees to comply with the terms of the Swap Agreement and to enforce the terms and provisions thereof against the Swap Counterparty at the written direction of the Holders of Certificates entitled to at least 51% of the Voting Rights, or if the Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The Supplemental Interest Trust Account shall be an Eligible Account. Amounts held in the Supplemental Interest Trust Account from time to time shall continue to constitute assets of the Supplemental Interest Trust, but not of the REMICs, until released from the Supplemental Interest Trust Account pursuant to this Section 4.10. The Supplemental Interest Trust Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall keep records that accurately reflect the funds on deposit in the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Supplemental Interest Trust Account in Permitted Investments. In the absence of written direction to the Supplemental Interest Trust Trustee from the Master Servicer, all funds in the Supplemental Interest Trust Account shall remain uninvested. Notwithstanding the foregoing, the Supplemental Interest Trust Account shall be terminated at such time when there are no payments due or payable pursuant to the Swap Agreement. (f) The Supplemental Interest Trust Trustee shall enter into the SB-AM Swap Agreement on behalf of the Class A and Class M Certificateholders on the one hand, and on behalf of the Class SB Certificateholders on the other hand. Pursuant to the SB-AM Swap Agreement, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB 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"). In addition, pursuant to the SB-AM Swap Agreement, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of the SB-AM Swap Agreement 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 SB Certificates 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 the REMIC III Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Supplemental Interest Trust Account pursuant to the SB-AM Swap Agreement. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC III, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (g) Upon the occurrence of an Early Termination Date, the Supplemental Interest Trust Trustee shall use reasonable efforts to appoint a successor swap counterparty. To the extent that the Supplemental Interest Trust Trustee receives a Swap Termination Payment from the Swap Counterparty, the Supplemental Interest Trust Trustee shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the Supplemental Interest Trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar agreement cannot be obtained within 30 days after receipt by the Supplemental Interest Trust Trustee of such Swap Termination Payment, then the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into a separate, non interest bearing account and will, on each subsequent Swap Payment Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust Trustee by the original Swap Counterparty calculated in accordance with the terms of the original Swap Agreement, and deposit such amount into the Supplemental Interest Trust Account for distribution on such Swap Payment Date pursuant to Section 4.02(c). To the extent that the Supplemental Interest Trust is required to pay a Swap Termination Payment to the Swap Counterparty, any upfront payment received from the counterparty to a replacement swap agreement will be used to pay such Swap Termination Payment prior to using any portion of the Available Distribution Amount in respect of such Distribution Date. (h) The Depositor Supplemental Interest Trust Trustee is hereby authorizes and directs directed by the Securities Administrator Depositor, on or before the Closing Date, to ratify sign the Swap Agreement on behalf of the Supplemental Interest TrustTrust for the benefit of the Certificateholders, as in the form presented to it by the Depositor. The Supplemental Interest Trust’s own actionsTrust Trustee shall have no responsibility for the contents, the terms agreed to by the Depositor in relation to adequacy or sufficiency of the Swap Agreement, as reflected in the Swap Agreementincluding, without limitation, any representations and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement)warranties contained herein.

Swap Agreement. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator Supplemental Interest Trust Trustee to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator Supplemental Interest Trust Trustee hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator Supplemental Interest Trust Trustee determines that a delivery amount exists, then the Securities Administrator Supplemental Interest Trust Trustee shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation delivered to the Supplemental Interest Trust Trustee from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not be part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator Supplemental Interest Trust Trustee of all such amounts. The Depositor hereby directs the Securities Administrator Supplemental Interest Trust Trustee to execute, deliver and perform its obligations under and make the representations contained in the Swap Agreement (including, without limitation, the representation that the X.X. Xxxxxx Mortgage Acquisition Trust 2007-CH5 Supplemental Interest Trust is a United States Person) on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and Certificates. Furthermore, the Class M-10 and Class M-11 CertificatesDepositor hereby authorizes the Supplemental Interest Trust Trustee, in its capacity as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust, to accept any “Firm Offers” as specified in the Swap Agreement. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator Supplemental Interest Trust Trustee of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator Supplemental Interest Trust Trustee to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).