Common use of Swap Agreement Clause in Contracts

Swap Agreement. The Company hereby directs the Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement in the form presented to it by the Company and authorizes the Supplemental Interest Trust Trustee to and such Trustee is hereby directed to perform on behalf of the Supplemental Interest Trust the obligations of the Supplemental Interest Trust Trustee and Supplemental Interest Trust thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Company hereby authorizes and directs the 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 Company (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust hereby so ratifies the Swap Agreement. The Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of the Swap Agreement, provided, however, such amendment shall comply with the terms and conditions of the Swap Agreement. On the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Swap Agreement, on behalf of the 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 Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Supplemental Interest Trust Trustee of all such amounts.

Swap Agreement. The Company Depositor hereby directs the Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement in the form presented to it by the Company and authorizes the Supplemental Interest Trust Trustee to and such Trustee is hereby directed to perform on behalf of the Supplemental Interest Trust the its obligations of the Supplemental Interest Trust Trustee and Supplemental Interest Trust thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Company Depositor hereby authorizes and directs the 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 Company Depositor (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust hereby so ratifies the Swap Agreement. The Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested 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 the Supplemental Interest Trust Trustee shall have received a prior written confirmation from each Rating Agency that such amendment shall comply with would not cause such Rating Agency to downgrade or withdraw the terms and conditions then current ratings of the Swap Agreementany outstanding Class A Certificates or Mezzanine Certificates. On the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Swap Agreement, on behalf of the 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 Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Supplemental Interest Trust Trustee of all such amounts.

Swap Agreement. The Company Depositor hereby directs the Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement in the form presented to it by the Company and authorizes and directs the Supplemental Interest Trust Trustee to and such Trustee is hereby directed to perform on behalf of the Supplemental Interest Trust the its obligations of the Supplemental Interest Trust Trustee and Supplemental Interest Trust thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Company Depositor hereby authorizes and directs the 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 Company Depositor (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust hereby so ratifies the Swap Agreement. The Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested 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 the Supplemental Interest Trust Trustee shall have received a prior written confirmation from each Rating Agency that such amendment shall comply with would not cause such Rating Agency to downgrade or withdraw the terms and conditions then current ratings of the Swap Agreementany 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 the 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 Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Supplemental Interest Trust Trustee of all such amounts.

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 Company hereby directs 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 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 execute and deliver on behalf of the Supplemental Interest Trust Account for payment to the Swap Agreement in the form presented to it by the Company Counterparty, and authorizes such amounts (plus any amounts deposited into the Supplemental Interest Trust Trustee 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 Trustee is hereby directed Distribution Date. For federal income tax purposes, such amounts paid to perform on behalf of the Supplemental Interest Trust the obligations of Account on each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Trustee 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 Supplemental Interest Trust thereunder on behalf of any remaining amount shall be deemed paid to the Supplemental Interest Trust Account in accordance with the terms respect of the SB-AM Swap Agreement. The Company hereby authorizes and directs the 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 Any Swap Termination Payment triggered by the Company (or any of its Affiliates) in relation a Swap Counterparty Trigger Event owed to the Swap Agreement, as reflected in Counterparty pursuant to the Swap Agreement, 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 Supplemental Interest Trust hereby so ratifies pursuant to the Swap AgreementAgreement 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 amend 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, on behalf of the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) enter into the SB-AM Swap Agreement Agreement, with itself, on behalf of the holders of the Class SB Certificates. 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 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 its 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 requested having been paid by a party such holders to the Swap Agreement Supplemental Interest Trust Account pursuant to cure any ambiguity in or correct or supplement any provision of the Swap Agreement, provided, however, such amendment shall comply with the terms and conditions of the SB-AM Swap Agreement. On Thus, each Certificate (other than the Closing 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 Supplemental Interest Trust Trustee shall enter 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 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 for such Distribution Date. (h) The Supplemental Interest Trust Trustee is hereby directed by the Depositor, on or before the Closing Date, to sign the Swap Agreement and the SB-AM Swap Agreement on behalf of the Supplemental Interest TrustTrust for the benefit of the Certificateholders, with in the Swap Counterpartyform presented to it by the Depositor. The Swap Agreement shall be part of the Trust Fund but not part of any REMIC. The Swap Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Supplemental Interest Trust Trustee shall have no responsibility for the contents, adequacy or sufficiency of all such amountsthe Swap Agreement or the SB-AM Swap Agreement, including, without limitation, any representations and warranties contained herein.

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 Company hereby directs 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 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 execute and deliver on behalf of the Supplemental Interest Trust Account for payment to the Swap Agreement in the form presented to it by the Company Counterparty, and authorizes such amounts (plus any amounts deposited into the Supplemental Interest Trust Trustee 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 Trustee is hereby directed Distribution Date. For federal income tax purposes, such amounts paid to perform on behalf of the Supplemental Interest Trust the obligations of Account on each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Trustee 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 Supplemental Interest Trust thereunder on behalf of any remaining amount shall be deemed paid to the Supplemental Interest Trust Account in accordance with the terms respect of the SB-AM Swap Agreement. The Company hereby authorizes and directs the 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 Any Swap Termination Payment triggered by the Company (or any of its Affiliates) in relation a Swap Counterparty Trigger Event owed to the Swap Agreement, as reflected in Counterparty pursuant to the Swap Agreement, 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 Supplemental Interest Trust hereby so ratifies pursuant to the Swap AgreementAgreement 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 amend 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, on behalf of the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) enter into the SB-AM Swap Agreement Agreement, with itself, on behalf of the holders of the Class SB Certificates. 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 its 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 requested having been paid by a party such holders to the Swap Agreement Supplemental Interest Trust Account pursuant to cure any ambiguity in or correct or supplement any provision of the Swap Agreement, provided, however, such amendment shall comply with the terms and conditions of the SB-AM Swap Agreement. On Thus, each Certificate (other than the Closing 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 enter 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 Trust 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 for such Distribution Date. (h) The Supplemental Interest Trust Trustee is hereby directed by the Depositor, on or before the Closing Date, to sign the Swap Agreement on behalf of the Supplemental Interest TrustTrust for the benefit of the Certificateholders, with in the Swap Counterpartyform presented to it by the Depositor. The Swap Agreement shall be part of the Trust Fund but not part of any REMIC. The Swap Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Supplemental Interest Trust Trustee shall have no responsibility for the contents, adequacy or sufficiency of all such amountsthe Swap Agreement, including, without limitation, any representations and warranties contained herein.

Swap Agreement. The Company hereby directs the Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement in the form presented to it by the Company and authorizes the Supplemental Interest Trust Trustee to and such Trustee is hereby directed to perform on behalf of the Supplemental Interest Trust the obligations of the Supplemental Interest Trust Trustee and Supplemental Interest Trust thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Company hereby authorizes and directs the 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 Company (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust hereby so ratifies the Swap Agreement. The Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested 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 the Supplemental Interest Trust Trustee shall have received a prior written confirmation from each Rating Agency that such amendment shall comply with would not cause such Rating Agency to downgrade or withdraw the terms and conditions then current ratings of the Swap Agreementany 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 the 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 Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Supplemental Interest Trust Trustee of all such amounts.

Swap Agreement. The Company Depositor hereby directs the Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement in the form presented to it by the Company and authorizes and directs the Supplemental Interest Trust Trustee to and such Trustee is hereby directed to perform on behalf of the Supplemental Interest Trust the its obligations of the Supplemental Interest Trust Trustee and Supplemental Interest Trust thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Company Depositor hereby authorizes and directs the 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 Company Depositor (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust hereby so ratifies the Swap Agreement. The Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of the Swap Agreement, provided, however, such amendment shall comply that, where compliance with the terms and conditions of Rating Agency Condition (as defined in the Swap Agreement) is required under the Swap Agreement, the Supplemental Interest Trust Trustee shall have received evidence reasonably satisfactory to it that such amendment complies with the Rating Agency Condition. On the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Swap Agreement, on behalf of the 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 Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Supplemental Interest Trust Trustee of all such amounts.

Swap Agreement. The Company hereby directs the Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement in the form presented to it by the Company and authorizes the Supplemental Interest Trust Trustee to and such Trustee is hereby directed to perform on behalf of the Supplemental Interest Trust the obligations of the Supplemental Interest Trust Trustee and Supplemental Interest Trust thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Company hereby authorizes and directs the 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 Company (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust hereby so ratifies the Swap Agreement. The Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested 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 the Supplemental Interest Trust Trustee shall have received a prior written confirmation from each Rating Agency that such amendment shall comply with would not cause such Rating Agency to downgrade or withdraw the terms and conditions then current ratings of the Swap Agreementany 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 the 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 Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Supplemental Interest Trust Trustee of all such amounts.

Swap Agreement. The Company hereby directs the Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Swap Agreement in the form presented to it by the Company and authorizes the Supplemental Interest Trust Trustee to and such Trustee is hereby directed to perform on behalf of the Supplemental Interest Trust the obligations of the Supplemental Interest Trust Trustee and Supplemental Interest Trust thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Company hereby authorizes and directs the 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 Company (or any of its Affiliates) in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust hereby so ratifies the Swap Agreement. The Supplemental Interest Trust Trustee shall amend the Swap Agreement in accordance with its terms and as requested 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 the Supplemental Interest Trust Trustee shall have received a prior written confirmation from each Rating Agency that such amendment shall comply with would not cause such Rating Agency to downgrade or withdraw the terms and conditions then current ratings of the Swap Agreementany outstanding Class A Certificates or Mezzanine Certificates. On the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Swap Agreement, on behalf of the 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 Counterparty is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Supplemental Interest Trust Trustee of all such amounts.