Common use of Swap Contract Clause in Contracts

Swap Contract. (a) On or before the Closing Date, the Certificate Administrator, not in its individual capacity but solely in its capacity as Certificate Administrator, on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates), shall enter into the Swap Contract and related agreements with the Swap Counterparty. (b) On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f), information that the Certificate Administrator obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(b), the Certificate Administrator shall calculate the Class A-FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, the Certificate Administrator shall remit the Class A-FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, to the Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL Certificates; provided that upon the occurrence and during the continuation of a Class A-FL Distribution Conversion Event, the Certificate Administrator shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator shall deposit the same into the Class A-FL Sub-Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments received from the Swap Counterparty to enter into a replacement interest rate Swap Contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate Administrator, with a replacement Swap Counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to the contrary, any costs and expenses related to the Swap Contract will only be payable (subsequent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Account, which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for application.

Swap Contract. (a) On or before the Closing Date, the Certificate AdministratorTrustee, not in its individual capacity but solely in its capacity as Certificate AdministratorTrustee, on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates)Trust, shall enter into the Swap Contract and related agreements with the Swap Counterparty. The Paying Agent shall perform the duties and obligations of the Trustee under the Swap Contract. (b) On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f3.12(e), information that the Certificate Administrator Paying Agent obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(bSections 4.01(a), 4.01(b) and 4.01(d) hereof, the Certificate Administrator Paying Agent shall calculate the Class A-FL A-2FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, the Certificate Administrator Paying Agent shall remit the Class A-FL A-2FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, to the Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL CertificatesFloating Rate Account; provided provided, that upon the occurrence and during the continuation of a Class A-FL A-2FL Distribution Conversion EventConversion, the Certificate Administrator Paying Agent shall not make such payments to such the Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator Paying Agent shall deposit the same into the Class A-FL Sub-Floating Rate Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee (or the Paying Agent on the behalf of the Trustee) shall at all times enforce the Trust’s 's rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator Trustee (or the Paying Agent on its behalf) shall promptly provide written notice to the Holders of the Class A-FL A-2FL Certificates and shall be required, subject to the Certificate Administrator’s Trustee's or the Paying Agent's, as applicable, determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL Certificates, A-2FL Certificates to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% [25]% (by Certificate Balance) of the Class A-FL A-2FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments Fees received from the Swap Counterparty to enter into a replacement interest rate Swap Contract swap contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate AdministratorTrustee (or the Paying Agent on its behalf), with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to written confirmation by the Rating Agency ConfirmationAgencies that such action will not result in a qualification, downgrade or withdrawal of the then-current ratings of the Certificates. If the costs attributable to entering into a replacement interest rate Swap Contract swap contract would exceed the amount of any Swap Termination PaymentsFees, a replacement interest rate Swap Contract swap contract shall not be entered into and any such proceeds will instead be distributed distributed, pro rata, to the Holders of the Class A-FL Certificates, pro rata, A-2FL Certificates on the immediately succeeding Distribution Date. The Certificate Administrator Trustee and the Paying Agent shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL A-2FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL A-2FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator Trustee (subject to or the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)Paying Agent acting on its behalf) not to enter into a replacement interest rate Swap Contract swap contract and distribution of any Swap Termination Payments Fees to the Holders of the Class A-FL A-2FL Certificates. Any such Swap Default (or termination of the Swap Contract) and the consequent Class A-FL A-2FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not not, in and of itself, constitute an event Event of default Default under this Agreement. Upon any change (or notification to the Certificate Administrator Paying Agent that such change is imminent (and such change is confirmed by the Certificate Administrator)imminent) in the payment terms on the Class A-FL Certificates, A-2FL Certificates including as a result of the occurrence a Class A-2FL Distribution Conversion, termination of a Class A-FL A-2FL Distribution Conversion Event or Conversion, a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator Paying Agent shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to In the contrary, any costs and expenses related to event that the Swap Contract will only be payable (subsequent is terminated and no replacement interest rate swap agreement is entered into, the Paying Agent shall provide notice of such termination to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable Class A-2FL Certificateholders which notice shall include: "The Swap Contract with respect to the Class A-FL Certificates) from A-2FL Certificates is terminated as of [date]. Certificateholders and beneficial owners that are Plans are advised that the Exemption will no longer apply to the Class AA-2FL Certificates, effective 60 days after the receipt of this notice. "Exemption", as used in this notice, shall mean Prohibited Transaction Exemption 2002-FL Sub-Account19, which in no circumstances will constitute Additional Trust Fund Expenses67 Fed. Reg. 14,979 (March 28, and in any event in accordance with Section 4.01(b2002); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne granted by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion U.S. Department of Labor to J.P. Morgan Securities Inc. All other capitalized terms used in this xxxxxx xxxxl have the Trust meaning assigned to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined them in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when Pooling and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for applicationServicing Agreement."

Swap Contract. (a) On or before the Closing Date, the Certificate Administrator, not in its individual capacity but solely in its capacity as Certificate Administrator, on behalf CHL shall cause The Bank of the Trust (for the benefit of the Holder of the Class A-FL Certificates), shall New York to enter into the Swap Contract Administration Agreement and related agreements with shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap Counterparty. (b) Contract to, and shall cause all of its obligations in respect of such transaction to be assumed by, the Swap Contract Administrator, on the terms and conditions set forth in the Swap Contract Assignment Agreement. The Trustee's rights to receive certain proceeds of the Swap Contract as provided in the Swap Contract Administration Agreement shall be rights of the Trustee as Swap Trustee hereunder, shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund nor of any REMIC. The Swap Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator with respect to the Swap Contract into the Swap Account. The Master Servicer shall deposit any amounts received on behalf of the Swap Trustee from time to time with respect to the Swap Contract into the Swap Account. On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f), information that the Certificate Administrator obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(b), the Certificate Administrator shall calculate the Class A-FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on preceding each Distribution Date, the Certificate Swap Trustee shall notify the Swap Contract Administrator shall remit the Class A-FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amountsamounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(d)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (c). No later than two Business Days following each Distribution Date, Yield Maintenance Charges the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Certificate Principal Balance of the Interest-Bearing Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Ratings Threshold (as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Required Ratings Threshold (as defined in the ISDA Master Agreement), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Master Agreement) from the Swap Counterparty on each Valuation Date (as defined in the ISDA Master Agreement) and Prepayment Premiums perform its other obligations in accordance with the ISDA Master Agreement and (ii) take such other action required under the ISDA Master Agreement. If a Delivery Amount is demanded, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall establish an account to hold cash and other eligible investments pledged under the ISDA Master Agreement. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) pledged under the ISDA Master Agreement shall not be part of the Distribution Account or the Swap Account unless remitted to such accounts by the Swap Contract Administrator in accordance with the Swap Contract Administration Agreement. If Eligible Collateral with a value equal to the Delivery Amount is not delivered to the Swap Contract Administrator by the Swap Counterparty, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failure. Upon the Swap Trustee obtaining actual knowledge of a Failure to Pay or Deliver (as defined in the ISDA Master Agreement), the Swap Trustee shall direct the Swap Contract Administrator to demand payment under the Swap Guarantee. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the ISDA Master Agreement) or Termination Event (as defined in the ISDA Master Agreement) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the ISDA Master Agreement), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of the Swap Contract under the circumstances contemplated by this Section 3.21, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the ISDA Master Agreement and consistent with the terms hereof and CHL shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contract. Any Swap Termination Payment received from the Swap Counterparty shall be used to pay any upfront amount required under any replacement swap contract and any excess shall be distributed to CHL and will not be available to make distributions in respect of any Class of Certificates. In the Class A-FX Regular Interestevent that a replacement swap contract cannot be procured, if any, to the any Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL Certificates; provided that upon the occurrence and during the continuation of a Class A-FL Distribution Conversion Event, the Certificate Administrator shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap ContractContract shall, in accordance with the Certificate Administrator shall deposit the same into the Class A-FL Sub-Account. For the avoidance of doubtSwap Contract Administration Agreement, payments be retained by the Swap Counterparty Contract Administrator and remitted to the Certificate Swap Trustee on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(d)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (c). Any portion of such Swap Termination Payment remaining after the Swap Contract Termination Date shall be distributed to CHL and will not be available to make distributions in respect of any Class of Certificates. In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract Administrator in connection with entering into the replacement swap contract and payments such upfront amount is received by the Certificate Swap Contract Administrator prior to the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract, a portion of that upfront amount equal to the lesser of (including payments referenced x) that upfront amount and (y) the amount of the Swap Termination Payment due to the Swap Counterparty in respect of the first paragraph original Swap Contract (the "Adjusted Replacement Upfront Amount") shall be included in Interest Funds for Loan Group 1 and Loan Group 2 for that Distribution Date, pro rata, based upon their respective Interest Funds for that Distribution Date, and any upfront amount in excess of Section 4.01(b)(iii)(A) the Adjusted Replacement Upfront Amount shall be distributed to CHL and Section 4.01(b)(iii)(B)) pursuant will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract with Administrator by the swap counterparty in respect to any related of a replacement swap contract after the Distribution Date (other than on which any Swap Termination Payments) shall Payment will be on a net basis payable to the Swap Counterparty in respect of the original Swap Contract, such upfront amount shall, in accordance with the terms Swap Contract Administration Agreement, be retained by the Swap Contract Administrator and remitted to the Swap Trustee on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(d)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (c). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap ContractCounterparty's rights explicitly specified herein as if a party hereto. (d) The Trustee shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments received from the Swap Counterparty to enter into a replacement interest rate Swap Contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate Administrator, with a replacement Swap Counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to the contrary, any costs and expenses related to the Swap Contract will only be payable (subsequent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Account, which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for application.

Swap Contract. (a) On or before the Closing Date, the Certificate Administrator, not in its individual capacity but solely in its capacity as Certificate Administrator, on behalf of the Trust (for the benefit of the Holder of the Class A-FL A-4FL Certificates), shall enter into the Swap Contract and related agreements with the Swap Counterparty. (b) On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f3.12(e), information that the Certificate Administrator obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(b), the Certificate Administrator shall calculate the Class A-FL A-4FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, the Certificate Administrator shall remit the Class A-FL A-4FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, to the Swap Counterparty from the Class A-FL A-4FL Sub-Account in respect of the Class A-FL A-4FL Certificates; provided that upon the occurrence and during the continuation of a Class A-FL A-4FL Distribution Conversion Event, the Certificate Administrator shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator shall deposit the same into the Class A-FL A-4FL Sub-Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee Certificate Administrator, on behalf of the Trust, shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL A-4FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL A-4FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL A-4FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL A-4FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments received from the Swap Counterparty to enter into a replacement interest rate Swap Contract swap contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate AdministratorTrustee, with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract swap contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract swap contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL A-4FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator Trustee shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL A-4FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL A-4FL Distribution Conversion Event shall become permanent following the determination receipt by the Certificate Administrator (subject to the Trustee of direction of by the Holders of the Class A-FL A-4FL Certificates as set forth in this Section 3.29(d)3.35(d) not to enter into a replacement interest rate Swap Contract swap contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL A-4FL Certificates. Any such Class A-FL A-4FL Distribution Conversion Event (or any Class A-FL A-4FL Swap Default) shall not not, in and of itself, constitute an event Event of default Default under this Agreement. Upon any change (or notification to the Trustee or the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)imminent) in the payment terms on the Class A-FL A-4FL Certificates, including as a result of the occurrence of a Class A-FL A-4FL Distribution Conversion Event or a Class A-FL A-4FL Swap Default or the cure of a Class A-FL A-4FL Distribution Conversion Event or a Class A-FL A-4FL Swap Default, the Certificate Administrator shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to the contrary, any Any costs and expenses related to the Swap Contract (other than the Class A-4FL Net Swap Payments) will only be payable (subsequent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses Collateral Support Deficits and any other amounts payable with respect to the Class A-FL A-4FL Certificates) from the Class A-FL A-4FL Sub-Account, which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f3.35(f) and costs incurred in connection with any exchange of the Class A-FL A-4FL Certificates to Class A-FX A-4FX Certificates shall be borne by the related Class A-FL A-4FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (gf) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, Account which may be a subaccount sub-account of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL A-4FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL A-4FL Sub-Account for application.

Swap Contract. (a) On or before the Closing Date, the Certificate AdministratorTrustee, not in its individual capacity but solely in its capacity as Certificate Administrator, Trustee on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates)Trust, shall enter into is hereby directed to execute and deliver the Swap Contract and related agreements with in the name of the Trust. Subject to Section 6.12, the Trustee shall enforce in a commercially reasonable manner the terms of the Swap CounterpartyContract, including, without limiting the generality of the foregoing, the Credit Support Annex and the terms of the Schedule to the related ISDA Master Agreement. (b) On the second Business Day prior to each P&I Advance Distribution Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f), or on information that the Certificate Administrator Paying Agent obtains from the Swap Counterparty and pursuant to the Swap Contract, and subject to the priorities set forth in Section 4.01(b)Article VI hereof, the Certificate Administrator Paying Agent shall calculate the Class A-FL Net Swap Payment and notify provide to the Swap Counterparty in accordance with the terms of sufficient information to enable the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, Counterparty to calculate the Certificate Administrator shall remit the Class A-FL Net Swap Payment, if any, due to the Swap Counterparty under the Swap Contract, based upon the projected payment that will be payable on the Class A-4FL Regular Interest pursuant to the priorities set forth in Article VI hereof and the Pass-Through Rate of the Class A-4FL Regular Interest and the Class A-FL Percentage Interest A-4FL Certificates and the amount of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect payable on the Class A-4FL Regular Interest. By the close of business on the second Business Day prior to each Distribution Date, the Paying Agent shall provide written notice to the Master Servicer of the Class A-FX Regular InterestNet Swap Payment, if any, required to be distributed to the Swap Counterparty from pursuant to the Class A-FL Sub-Account in respect terms of the Class A-FL Certificates; provided that upon Swap Contract and will provide such notice even if no amounts are due to the occurrence and during the continuation of a Class A-FL Distribution Conversion Event, the Certificate Administrator shall not make such payments to such Swap Counterparty. The Master Servicer shall be deemed to have distributed the Net Swap Payment specified by the Paying Agent in accordance with 5.3(c) and this Section 8.32(b) as part of the Available Distribution Amount and the Paying Agent shall be deemed to have transferred such Net Swap Payment to the Master Servicer's Floating Rate Account. Accordingly, the Master Servicer shall withhold an amount equal to the Net Swap Payment from payments made to the Paying Agent pursuant to Section 5.2(a)(xi) and shall pay such amount to the Swap Counterparty. Any termination payments due to the Swap Counterparty under the Swap Contract shall be payable solely from any portion of the Fixed Interest Distribution remaining after all other amounts have been paid under the Class A-4FL Regular Interest and the Class A-4FL Certificates (including all Unpaid Interest and principal amounts outstanding). (c) The Paying Agent agrees to calculate LIBOR for each Interest Reset Date. By the close of business on each Interest Reset Date (or, if such date is not a Business Day, on the immediately succeeding Business Day), the Paying Agent will provide notice to the Swap Counterparty of its calculation of LIBOR applicable to the related Interest Accrual Period. (d) Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Class A-4FL Regular Interest or the Swap Contract, the Certificate Administrator Paying Agent shall deposit the same into the Class A-FL Sub-Floating Rate Account. For . (e) Subject to Section 6.12 hereof, if a Rating Agency Trigger Event occurs, the avoidance of doubt, payments by Trustee will enforce in a commercially reasonable manner the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator Trust's rights to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant Counterparty's obligations to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from post collateral or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments received from the Swap Counterparty to enter into find a replacement interest rate Swap Contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate Administrator, with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement If the Swap Counterparty is required to the contrary, any costs and expenses related post collateral pursuant to the Swap Contract will only be payable Contract, the Trustee shall establish an account (subsequent or, shall direct the Paying Agent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Accountestablish such account), which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne by an Eligible Account (the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (g) The Certificate Administrator shall establish a "Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account"). The Certificate Administrator Trustee shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” Annex (as defined in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a the Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the such Swap Contract becomes subject to a Class A-FL early termination or upon default by the Swap Default in accordance with the terms of the Credit Support Annex Counterparty or (ii) to return collateral to the relevant Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator Trustee or Paying Agent, as applicable, agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of any Swap Contract collateral (if such the Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Certificate Account for applicationapplication as applicable. (g) The Trustee and the Paying Agent will have no obligation on behalf of the Trust to pay to the Swap Counterparty any portion of the Fixed Interest Distribution unless and until the interest payment on the Class A-4FL Regular Interest is actually received by the Paying Agent; provided, however, that the Paying Agent shall receive funds from the Swap Counterparty representing the net amount payable to the Paying Agent pursuant to the Swap Contract and shall remit such amount to the holders of the Class A-4FL Certificates as part of the Class A-4FL Interest Distribution Amount pursuant to Section 6.

Swap Contract. (a) On or before the Closing Date, the Certificate AdministratorTrustee, not in its individual capacity but solely in its capacity as Certificate AdministratorTrustee, on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates)Trust, shall enter into the Swap Contract and related agreements with the Swap Counterparty. (b) On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f3.12(e), information that the Certificate Administrator Trustee obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(bSections 4.01(a), 4.01(b) and 4.01(d) hereof, the Certificate Administrator Trustee shall calculate the Class A-FL A-2FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, the Certificate Administrator Trustee shall remit the Class A-FL A-2FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, to the Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL CertificatesFloating Rate Account; provided provided, that upon the occurrence and during the continuation of a Class A-FL A-2FL Distribution Conversion EventConversion, the Certificate Administrator Trustee shall not make such payments to such the Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator Trustee shall deposit the same into the Class A-FL Sub-Floating Rate Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee shall at all times enforce the Trust’s 's rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator Trustee shall promptly provide written notice to the Holders of the Class A-FL A-2FL Certificates and shall be required, subject to the Certificate Administrator’s Trustee's determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL CertificatesA-2FL holders, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates A-2FL Certificates, to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments Fees received from the Swap Counterparty to enter into a replacement interest rate Swap Contract swap contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate Administrator, Trustee with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to written confirmation by the Rating Agency ConfirmationAgencies that such action will not result in a qualification, downgrade or withdrawal of the then-current ratings of the Certificates. If the costs attributable to entering into a replacement interest rate Swap Contract swap contract would exceed the amount of any Swap Termination PaymentsFees, a replacement interest rate Swap Contract swap contract shall not be entered into and any such proceeds will instead be distributed distributed, pro rata, to the Holders of the Class A-FL Certificates, pro rata, A-2FL Certificates on the immediately succeeding Distribution Date. The Certificate Administrator Trustee shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL A-2FL Certificates prior to the incurrence incurrance of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL A-2FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) Trustee not to enter into a replacement interest rate Swap Contract swap contract and distribution of any Swap Termination Payments Fees to the Holders of the Class A-FL A-2FL Certificates. Any such Swap Default (or termination of the Swap Contract) and the consequent Class A-FL A-2FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not not, in and of itself, constitute an event Event of default Default under this Agreement. Upon any change (or notification to the Certificate Administrator Trustee that such change is imminent (and such change is confirmed by the Certificate Administrator)imminent) in the payment terms on the Class A-FL A-2FL Certificates, including as a result of the occurrence a Class A-2FL Distribution Conversion, termination of a Class A-FL A-2FL Distribution Conversion Event or Conversion, a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator Trustee shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to In the contrary, any costs and expenses related to event that the Swap Contract will only be payable (subsequent is terminated and no replacement interest rate swap agreement is entered into within 30 days of such termination, the Trustee shall provide notice of such termination to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable Class A-2FL Certificateholders, which notice shall include: "The Swap Contract with respect to the Class A-FL Certificates) from A-2FL Certificates is terminated as of [date]. Certificateholders and beneficial owners that are Plans are advised that the Exemption will no longer apply to the Class AA-2FL Certificates, effective 60 days after the receipt of this notice. "Exemption", as used in this notice, shall mean Prohibited Transaction Exemption 2002-FL Sub-Account19, which in no circumstances will constitute Additional Trust Fund Expenses67 Fed. Reg. 14,979 (March 28, and in any event in accordance with Section 4.01(b2002); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne granted by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion U.S. Department of Labor to J.P. Morgan Securities Inc. All other capitalized terms used in this noxxxx xxxxx have the Trust meaning assigned to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined them in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when Pooling and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for applicationServicing Agreement."

Swap Contract. (a) On or before the Closing Date, the Certificate AdministratorTrustee, not in its individual capacity but solely in its capacity as Certificate AdministratorTrustee, on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates)Trust, shall enter into the Swap Contract and related agreements with the Swap Counterparty. (b) On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f3.12(e), information that the Certificate Administrator Trustee obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(bSections 4.01(a), 4.01(b) and 4.01(d) hereof, the Certificate Administrator Trustee shall calculate the Class A-FL A-2FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, the Certificate Administrator Trustee shall remit the Class A-FL A-2FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, to the Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL CertificatesFloating Rate Account; provided that upon the occurrence and during the continuation of a Class A-FL A-2FL Distribution Conversion EventConversion, the Certificate Administrator Trustee shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator Trustee shall deposit the same into the Class A-FL Sub-Floating Rate Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee shall at all times enforce the Trust’s 's rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator Trustee shall promptly provide written notice to the Holders of the Class A-FL A-2FL Certificates and shall be required, subject to the Certificate Administrator’s Trustee's determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL A-2FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL A-2FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments Fees received from the applicable Swap Counterparty to enter into a replacement interest rate Swap Contract swap contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate AdministratorTrustee, with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to written confirmation by the Rating Agency ConfirmationAgencies that such action will not result in a qualification, downgrade or withdrawal of the then-current ratings of the Certificates. If the costs attributable to entering into a replacement interest rate Swap Contract swap contract would exceed the amount of any Swap Termination PaymentsFees, a replacement interest rate Swap Contract swap contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL Certificates, pro rata, A-2FL Certificates on the immediately succeeding Distribution Date. The Certificate Administrator Trustee shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL A-2FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL A-2FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) Trustee not to enter into a replacement interest rate Swap Contract swap contract and distribution of any Swap Termination Payments Fees to the Holders of the Class A-FL A-2FL Certificates. Any such Swap Default (or termination of the Swap Contract) and the consequent Class A-FL A-2FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not not, in and of itself, constitute an event Event of default Default under this Agreement. Upon any change (or notification to the Certificate Administrator Trustee that such change is imminent (and such change is confirmed by the Certificate Administrator)imminent) in the payment terms on the Class A-FL Certificates, A-2FL Certificates including as a result of the occurrence a Class A-2FL Distribution Conversion, termination of a Class A-FL A-2FL Distribution Conversion Event or Conversion, a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator Trustee shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to In the contrary, any costs and expenses related to event that the Swap Contract will only be payable (subsequent is terminated and no replacement interest rate swap agreement is entered into within 30 days of such termination, the Trustee shall provide notice of such termination to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable Class A-2FL Certificateholders, which notice shall include: "The Swap Contract with respect to the Class A-FL Certificates) from A-2FL Certificates is terminated as of [date]. Certificateholders and beneficial owners that are Plans are advised that the Exemption will no longer apply to the Class AA-2FL Certificates, effective 60 days after the receipt of this notice. "Exemption", as used in this notice, shall mean Prohibited Transaction Exemption 2002-FL Sub-Account19, which in no circumstances will constitute Additional Trust Fund Expenses67 Fed. Reg. 14,979 (March 28, and in any event in accordance with Section 4.01(b2002); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne granted by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion U.S. Department of Labor to J.P. Morgan Securities Inc. All other capitalized terms used in this noxxxx xxxxx have the Trust meaning assigned to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined them in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when Pooling and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for applicationServicing Agreement."

Swap Contract. (a) On or before the Closing Date, the Certificate Administrator, not in its individual capacity but solely in its capacity as Certificate Administrator, on behalf of the Trust (for the benefit of the Holder of the Class A-FL SFL Certificates), shall enter into the Class A-SFL Swap Contract and related agreements (including questionnaires) with the Swap Counterparty. (b) On Prior to the scheduled termination date of the Class A-SFL Swap Contract, on the Business Day prior to each P&I Advance Date, based on the reports provided by the applicable Master Servicer pursuant to Section 4.02(f4.02(c), information that the Certificate Administrator obtains from the Swap Counterparty and Counterparty, the Class A-SFL Swap Contract, and subject to the priorities priority set forth in Section 4.01(b), the Certificate Administrator shall calculate the Class A-FL SFL Net Swap Payment Payment, and notify the Swap Counterparty in accordance with the terms of the Class A-SFL Swap Contract. (c) No later than 4:00 p.m. p.m., New York City time time, on each Distribution Date, the Certificate Administrator shall apply amounts on deposit in the Class A-SFL Sub-Account to remit the Class A-FL SFL Net Swap Payment, if any, and the Class A-FL SFL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX SFX Regular Interest, if any, to the Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL CertificatesCounterparty; provided that upon the occurrence and during the continuation of a Class A-FL SFL Distribution Conversion EventEvent or if the Class A-SFL Swap Contract has been terminated as set forth in Section 3.29(j) hereof or otherwise, the Certificate Administrator shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Class A-SFL Swap Contract, the Certificate Administrator shall deposit the same into the Class A-FL SFL Sub-Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Class A-SFL Swap Contract with respect to any related Distribution Date (other than any Class A-SFL Swap Termination Payments) shall be on a net basis in accordance with the terms of the Class A-SFL Swap Contract. (d) The Trustee Certificate Administrator shall at all times enforce the Trust’s rights under the Class A-SFL Swap Contract. In Upon the event Certificate Administrator’s receipt of written notice of, or if a Responsible Officer of the Certificate Administrator has actual knowledge of, a Class A-FL SFL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL SFL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL SFL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Class A-SFL Swap Contract), unless otherwise directed in writing by the Holders of 2551% (by Certificate Principal Balance) of the Class A-FL Certificates SFL Certificates, to enforce the rights of the Trust under the Class A-SFL Swap Contract Contract, as may be permitted by the terms thereof and use any Class A-SFL Swap Termination Payments Payments, received from the Swap Counterparty to enter into a replacement interest rate swap contract in respect of the Class A-SFL Swap Contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate AdministratorDepositor, with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract swap contract in respect of the Class A-SFL Certificates would exceed the amount of any Class A-SFL Swap Termination Payments, Payments a replacement interest rate Swap Contract swap contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL SFL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL SFL Certificates prior to the incurrence of any costs in connection with the enforcement of the Class A-SFL Swap Contract. The Certificate Administrator shall not be liable for any act of, omission of, or for the performance of, the replacement swap counterparty. Notwithstanding any of the foregoing to the contrary, at no time may the Trust enter into a swap agreement or other swap transaction with any swap counterparty that is neither a “swap dealer” nor a “major swap participant” (as defined in Section 1(a) of the Commodity Exchange Act). Any Class A-FL SFL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates SFL, as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract swap contract in respect of the Class A-SFL Certificates, and distribution of any Class A-SFL Swap Termination Payments to the Holders of the Class A-FL SFL Certificates. Any such Class A-FL SFL Distribution Conversion Event (Event, or any Class A-FL SFL Swap Default) Default shall not constitute an event of default under this Agreement. Upon any change (or written notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL SFL Certificates, including as a result of the occurrence of the termination of the Class A-SFL Swap Contract (pursuant to Section 3.29(j) or otherwise), a Class A-FL SFL Distribution Conversion Event or a Class A-FL SFL Swap Default or the cure of a Class A-FL SFL Distribution Conversion Event or a Class A-FL SFL Swap Default, the Certificate Administrator shall promptly notify DTC of provide the Depository with such information as may be necessary to effectuate the change in payment terms. The Certificate Administrator’s obligation, on behalf of the Trust, to remit to the Swap Counterparty any funds under the Swap Contract shall be limited to the provisions of this Section 3.29 and in accordance with the priorities set forth in this Agreement. The Certificate Administrator shall have no obligation on behalf of the Trust to remit or cause to be remitted to the Swap Counterparty any portion of the amounts due to such Swap Counterparty under the related Swap Contract for any Distribution Date unless and until the related interest payment on the Class A-SFX Regular Interest for such Distribution Date is actually received by the Certificate Administrator. (e) [Reserved] (f) Notwithstanding anything in this Agreement to the contrary, any costs and expenses related to the Class A-SFL Swap Contract will only be payable (subsequent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL SFL Certificates) from the Class A-FL SFL Sub-Account, which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f3.29(e) and costs incurred in connection with any exchange of the Class A-FL SFL Certificates to Class A-FX SFX Certificates shall be borne by the related Class A-FL SFL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (gf) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount sub-account of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined in the Class A-SFL Swap Contract) of the Class A-SFL Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Class A-SFL Swap Contract if the Swap Contract such swap contract becomes subject to a Class A-FL SFL Swap Default Default, in accordance with the terms of the Credit Support Annex relating to the Class A-SFL Swap Contract, or (ii) to return collateral to the Swap Counterparty when and as required by the Class A-SFL Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Class A-SFL Swap Contract. Subject to the terms of the Class A-SFL Swap Contract, proceeds of the liquidation of collateral under the Class A-SFL Swap Contract collateral (if such Swap Contract swap contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL SFL Sub-Account for application. No party hereunder shall be required to make any Advance of the Class A-SFL Floating Swap Payment. Simultaneous with the delivery to the Certificateholders, the Certificate Administrator shall (1) make available to the Swap Counterparty the Distribution Date Statement and (2) make available or deliver to the Swap Counterparty copies of any other reports or notices delivered to the Holders of the related Class A-SFL Certificates as and to the extent required by the related Swap Contract. (g) The Depositor, in compliance with the Commodity Exchange Act and the regulations promulgated thereunder, shall, on or prior to the Closing Date, obtain from the Depository (or any other applicable successor entity) a “legal entity identifier” (“LEI”) on behalf of, and in the name of, the Trust as a counterparty to the Swap Contract. So long as the Swap Contract is outstanding, the Certificate Administrator agrees that it shall, on an annual basis on behalf of the Trust, recertify the LEI record through the website being maintained for such purpose (or complete such substantially similar process as is then in effect). Any fees associated with obtaining and maintaining the LEI shall be payable by the Depositor. The Certificate Administrator hereby acknowledges that it has received from the Depositor an amount equal to $1,000 (such amount, the “LEI Maintenance Amount”) to be applied toward the payment of any ongoing recertification fees payable in respect of the LEI. If at any time during the term of the swap agreement, the recertification fee payable in respect of the LEI (together with such recertification fees previously paid) exceeds the LEI Maintenance Amount initially deposited by the Depositor with the Certificate Administrator, the Depositor shall, upon written request from the Certificate Administrator, remit to the Certificate Administrator any additional amounts payable in respect thereof no later than 5 Business Days from receipt of such written request; provided that if the Depositor fails for any reason to remit, within such 5 Business Days, any such additional amounts for an additional period of 10 Business Days following written notice of such failure by the Certificate Administrator to the Depositor, the Certificate Administrator shall pay such excess from amounts on deposit in the Class A-SFL Sub-Account (from amounts otherwise distributable to the Holders of the Class A-SFL). The Certificate Administrator shall not be deemed to assume any obligations on behalf of the Depositor or the Trust relating to the Swap Contract, other than those expressly set forth herein. (h) To the extent any party hereto receives on behalf of the Trust a “daily mxxx” and disclosure related thereto (a “Daily Mxxx”) from the Swap Counterparty pursuant to 17 C.F.R. § 23.431(d) or any related regulation, such party shall promptly provide such Daily Mxxx to the Certificate Administrator. The Certificate Administrator shall, upon the written request of a Holder of a Class A-SFL Certificates (and at the expense of such Holder), make available the most recent Daily Mxxx received by it to the Holders of such Class; provided that the Certificate Administrator shall not be required to provide such information to any Certificateholder more than once in any given calendar month. It is understood and agreed that the Certificate Administrator has no obligation to require the delivery of a Daily Mxxx by the Swap Counterparty or to verify or otherwise ensure the timeliness or accuracy of the information provided in connection therewith. Neither the Depositor nor any other party shall cause the Trust to enter into a swap agreement unless the swap counterparty thereunder agrees in writing that the Daily Mxxx xxx be made available to the Holders of the Class A-SFL Certificates, as provided in this paragraph. (i) As long as the Class A-SFL Swap Contract is in effect, each beneficial owner of a Class A-SFL Certificate, or any interest therein, shall be deemed to have represented that either (i) it is not a Plan or any person investing on behalf of or with plan assets of a Plan or (ii) the acquisition and holding of the Class A-SFL Certificate are eligible for the exemptive relief available under at least one of the Investor-Based Exemptions. (j) The scheduled termination date of the Class A-SFL Swap Contract will be the earlier of the Distribution Date in April 2024 and the Distribution Date on which the notional balance of the Class A-SFL Swap Contract has been reduced to zero. Therefore, unless terminated earlier the Class A-SFL Swap Contract will terminate no later than the Distribution Date occurring in April 2024, and the Trust shall not enter into a replacement interest rate swap contract thereafter. If the aggregate outstanding principal balance of the Class A-SFL Certificates has not been reduced to zero by the Distribution Date occurring in April 2024, the Class A-SFL Certificates shall no longer have the benefit of the Class A-SFL Swap Contract and the Pass-Through Rate on the Class A-SFL Certificates will convert to a fixed pass-through rate applicable to the Class A-SFX Regular Interest.

Swap Contract. (a) On or before the Closing Date, the Certificate AdministratorTrustee, not in its individual capacity but solely in its capacity as Certificate Administrator, Trustee on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates)Trust, shall enter into is hereby directed to execute and deliver the Swap Contract and related agreements with in the name of the Trust. Subject to Section 6.12, the Trustee shall enforce in a commercially reasonable manner the terms of the Swap CounterpartyContract, including, without limiting the generality of the foregoing, the Credit Support Annex and the terms of the Schedule to the related ISDA Master Agreement. (b) On the second Business Day prior to each P&I Advance Distribution Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f), or on information that the Certificate Administrator Paying Agent obtains from the Swap Counterparty and pursuant to the Swap Contract, and subject to the priorities set forth in Section 4.01(b)Article VI hereof, the Certificate Administrator Paying Agent shall calculate the Class A-FL Net Swap Payment and notify provide to the Swap Counterparty in accordance with the terms of sufficient information to enable the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, Counterparty to calculate the Certificate Administrator shall remit the Class A-FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, due to the Swap Counterparty from under the Swap Contract, based upon the projected payment that will be payable on the Class AA-3-FL Sub1FL Regular Interest pursuant to the priorities set forth in Article VI hereof and the Pass-Account in respect Through Rate of the Class AA-3-FL Certificates; provided that upon 1FL Regular Interest and the occurrence Class [A-3-1FL] Certificates and during the continuation amount of a any Prepayment Premiums payable on the Class AA-3-FL 1FL Regular Interest. The Paying Agent shall distribute or cause to be distributed pursuant to Section 8.30(g), one Business Day prior to each Distribution Conversion EventDate, the Certificate Administrator Net Swap Payment to the Swap Counterparty pursuant to the terms of the Swap Contract. Any termination payments due to the Swap Counterparty under the Swap Contract shall be payable solely from any portion of the Fixed Interest Distribution remaining after all other amounts have been paid under the Class A-3-1FL Regular Interest and the Class [A-3-1FL] Certificates (including all Unpaid Interest and principal amounts outstanding). (c) The Paying Agent agrees to calculate LIBOR for each Interest Reset Date. By the close of business on each Interest Reset Date (or, if such date is not make such payments a Business Day, on the immediately succeeding Business Day), the Paying Agent will provide notice to such the Swap Counterparty. Counterparty of its calculation of LIBOR applicable to the related Interest Accrual Period. (d) Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Class A-3-1FL Regular Interest or the Swap Contract, the Certificate Administrator Paying Agent shall deposit the same into the Class A-FL Sub-Floating Rate Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (de) The Subject to Section 6.12 hereof, if a Rating Agency Trigger Event occurs, the Trustee shall at all times will enforce in a commercially reasonable manner the Trust’s rights under to the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice Counterparty’s obligations to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from post collateral or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments received from the Swap Counterparty to enter into find a replacement interest rate Swap Contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate Administrator, with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement If the Swap Counterparty is required to the contrary, any costs and expenses related post collateral pursuant to the Swap Contract will only be payable Contract, the Trustee shall establish an account (subsequent or, shall direct the Paying Agent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Accountestablish such account), which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne by an Eligible Account (the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (g) The Certificate Administrator shall establish a “Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account”). The Certificate Administrator Trustee shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” Annex (as defined in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a the Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the such Swap Contract becomes subject to a Class A-FL early termination or upon default by the Swap Default in accordance with the terms of the Credit Support Annex Counterparty or (ii) to return collateral to the relevant Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator Trustee or Paying Agent, as applicable, agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of any Swap Contract collateral (if such the Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Floating Rate Account for applicationapplication as applicable. (g) The Paying Agent shall pay to the Swap Counterparty the portion of interest and other amounts payable on the Class A-3-1FL Regular Interest which is equal to the net swap payment due to the Swap Counterparty pursuant to the Swap Contract (the “Net Swap Payment”) in accordance with Section 8.30(b) above. The Trustee and the Paying Agent will have no obligation on behalf of the Trust to pay to the Swap Counterparty any portion of the Fixed Interest Distribution unless and until the interest payment on the Class A-3-1FL Regular Interest is actually received by the Paying Agent. The Paying Agent shall receive funds from the Swap Counterparty representing the net amount payable to the Paying Agent pursuant to the Swap Contract and shall remit such amount to the holders of the Class [A-3-1FL] Certificates as part of the Class A-3-1FL Interest Distribution Amount pursuant to Section 6.12. (h) With respect to any proposed amendment to the Swap Contract, upon receipt of a Rating Agency Confirmation, the Trustee shall enter into such amendment on behalf of the Class [A-3-1FL] Certificateholders.

Swap Contract. (a) On or before the Closing Date, the Certificate AdministratorTrustee, not in its individual capacity but solely in its capacity as Certificate Administrator, Trustee on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates)Trust, shall enter into is hereby directed to execute and deliver the Swap Contract and related agreements with in the name of the Trust. Subject to Section 6.12, the Trustee shall enforce in a commercially reasonable manner the terms of the Swap CounterpartyContract, including, without limiting the generality of the foregoing, the Credit Support Annex and the terms of the Schedule to the related ISDA Master Agreement. (b) On the second Business Day prior to each P&I Advance Distribution Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f), or on information that the Certificate Administrator Paying Agent obtains from the Swap Counterparty and pursuant to the Swap Contract, and subject to the priorities set forth in Section 4.01(b)Article VI hereof, the Certificate Administrator Paying Agent shall calculate the Class A-FL Net Swap Payment and notify provide to the Swap Counterparty in accordance with the terms of sufficient information to enable the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, Counterparty to calculate the Certificate Administrator shall remit the Class A-FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, due to the Swap Counterparty from under the Swap Contract, based upon the projected payment that will be payable on the Class AA-3-FL Sub1FL Regular Interest pursuant to the priorities set forth in Article VI hereof and the Pass-Account in respect Through Rate of the Class AA-3-FL Certificates; provided that upon 1FL Regular Interest and the occurrence Class [A-3-1FL] Certificates and during the continuation amount of a any Prepayment Premiums payable on the Class AA-3-FL 1FL Regular Interest. The Paying Agent shall distribute or cause to be distributed pursuant to Section 8.30(g), one Business Day prior to each Distribution Conversion EventDate, the Certificate Administrator Net Swap Payment to the Swap Counterparty pursuant to the terms of the Swap Contract. Any termination payments due to the Swap Counterparty under the Swap Contract shall be payable solely from any portion of the Fixed Interest Distribution remaining after all other amounts have been paid under the Class A-3-1FL Regular Interest and the Class [A-3-1FL] Certificates (including all Unpaid Interest and principal amounts outstanding). (c) The Paying Agent agrees to calculate LIBOR for each Interest Reset Date. By the close of business on each Interest Reset Date (or, if such date is not make such payments a Business Day, on the immediately succeeding Business Day), the Paying Agent will provide notice to such the Swap Counterparty. Counterparty of its calculation of LIBOR applicable to the related Interest Accrual Period. (d) Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Class A-3-1FL Regular Interest or the Swap Contract, the Certificate Administrator Paying Agent shall deposit the same into the Class A-FL Sub-Floating Rate Account. For . (e) Subject to Section 6.12 hereof, if a Rating Agency Trigger Event occurs, the avoidance of doubt, payments by Trustee will enforce in a commercially reasonable manner the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator Trust's rights to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant Counterparty's obligations to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from post collateral or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments received from the Swap Counterparty to enter into find a replacement interest rate Swap Contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate Administrator, with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement If the Swap Counterparty is required to the contrary, any costs and expenses related post collateral pursuant to the Swap Contract will only be payable Contract, the Trustee shall establish an account (subsequent or, shall direct the Paying Agent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Accountestablish such account), which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne by an Eligible Account (the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (g) The Certificate Administrator shall establish a "Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account"). The Certificate Administrator Trustee shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” Annex (as defined in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a the Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the such Swap Contract becomes subject to a Class A-FL early termination or upon default by the Swap Default in accordance with the terms of the Credit Support Annex Counterparty or (ii) to return collateral to the relevant Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator Trustee or Paying Agent, as applicable, agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of any Swap Contract collateral (if such the Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Floating Rate Account for applicationapplication as applicable. (g) The Paying Agent shall pay to the Swap Counterparty the portion of interest and other amounts payable on the Class A-3-1FL Regular Interest which is equal to the net swap payment due to the Swap Counterparty pursuant to the Swap Contract (the "Net Swap Payment") in accordance with Section 8.30(b) above. The Trustee and the Paying Agent will have no obligation on behalf of the Trust to pay to the Swap Counterparty any portion of the Fixed Interest Distribution unless and until the interest payment on the Class A-3-1FL Regular Interest is actually received by the Paying Agent. The Paying Agent shall receive funds from the Swap Counterparty representing the net amount payable to the Paying Agent pursuant to the Swap Contract and shall remit such amount to the holders of the Class [A-3-1FL] Certificates as part of the Class A-3-1FL Interest Distribution Amount pursuant to Section 6.12. (h) With respect to any proposed amendment to the Swap Contract, upon receipt of a Rating Agency Confirmation, the Trustee shall enter into such amendment on behalf of the Class [A-3-1FL] Certificateholders.

Swap Contract. (a) On or before the Closing Date, the Certificate AdministratorTrustee, not in its individual capacity but solely in its capacity as Certificate AdministratorTrustee, on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates)Trust, shall enter into the Swap Contract and related agreements with the Swap Counterparty. The Paying Agent shall perform the duties and obligations of the Trustee under the Swap Contract. (b) On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f3.12(c), information that the Certificate Administrator Paying Agent obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(bSections 4.01(a), 4.01(b) and 4.01(d) hereof, the Certificate Administrator Paying Agent shall calculate the Class A-FL JFL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 By 1:00 p.m. (New York City time time) on the Business Day before each Distribution P&I Advance Date, the Certificate Administrator Paying Agent shall remit notify the Master Servicer in writing of the amount of the Class A-FL JFL Net Swap Payment and shall direct the Master Servicer to pay the Class A-JFL Net Swap Payment, if any, and required to be paid to the Swap Counterparty under the Swap Contract. The Paying Agent shall provide such written notice on the Business Day prior to each P&I Advance Date to the Master Servicer even if no amounts are due to the Swap Counterparty on the related P&I Advance Date. (d) On each P&I Advance Date, the Master Servicer shall, as directed by the Paying Agent, remit the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular InterestJFL Net Swap Payment, if any, to the Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL CertificatesCertificate Account; provided provided, that upon the occurrence and during the continuation of a Class A-FL JFL Distribution Conversion EventConversion, the Certificate Administrator Paying Agent shall direct the Master Servicer not to make such payments to such the Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator Paying Agent shall deposit the same into the Class A-FL Sub-Floating Rate Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (de) The Trustee (or the Paying Agent on the behalf of the Trust) shall at all times enforce the Trust’s 's rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator Trustee (or the Paying Agent on its behalf) shall promptly provide written notice to the Holders of the Class A-FL JFL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL Certificates, required to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders holders of 25% (%, by Certificate Balance) , of the Class A-FL Certificates JFL Certificates, to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments Fees received from the Swap Counterparty to enter into a replacement interest rate Swap Contract swap contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate AdministratorPaying Agent, with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to written confirmation by the Rating Agency ConfirmationAgencies that such action will not result in a qualification, downgrade or withdrawal of the then-current ratings of the Certificates. If the costs attributable to entering into a replacement interest rate Swap Contract swap contract would exceed the amount of any Swap Termination PaymentsFees, a replacement interest rate Swap Contract swap contract shall not be entered into and any such proceeds will instead be distributed distributed, pro rata, to the Holders holders of the Class A-FL Certificates, pro rata, JFL Certificates on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL JFL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator Trustee (subject to or the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)Paying Agent acting on its behalf) not to enter into a replacement interest rate Swap Contract swap contract and distribution of any Swap Termination Payments Fees to the Holders of the Class A-FL JFL Certificates. Any such Swap Default (or termination of the Swap Contract) and the consequent Class A-FL JFL Distribution Conversion Event (or any Class A-FL Swap Default) shall not not, in and of itself, constitute an event Event of default Default under this Agreement. Upon any change (or notification to the Certificate Administrator Paying Agent that such change is imminent (and such change is confirmed by the Certificate Administrator)imminent) in the payment terms on the Class A-FL JFL Certificates, including as a result of the occurrence a Class A-JFL Distribution Conversion, termination of a Class A-FL JFL Distribution Conversion Event or Conversion, a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator Paying Agent shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to In the contrary, any costs and expenses related to event that the Swap Contract will only be payable (subsequent is terminated and no replacement interest rate swap agreement is entered into, the Paying Agent shall provide notice of such termination to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable Class A-JFL Certificateholders, which notice shall include: "The Swap Contract with respect to the Class A-FL Certificates) from JFL Certificates is terminated as of [date]. Certificateholders and beneficial owners that are Plans are advised that the Exemption will no longer apply to the Class A-FL SubJFL Certificates, effective 60 days after the receipt of this notice. "Exemption", as used in this notice, shall mean Prohibited Transaction Exemption 2002-Account19, which in no circumstances will constitute Additional Trust Fund Expenses67 Fed. Reg. 14,979 (March 28, and in any event in accordance with Section 4.01(b2002); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne granted by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion U.S. Department of Labor to J.P. Morgan Securities Inc. All other capitalized terms used in this noxxxx xxxxx have the Trust meaning assigned to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined them in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when Pooling and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for applicationServicing Agreement."

Swap Contract. (a) On or before the Closing Date, the Certificate AdministratorTrustee, not in its individual capacity but solely in its capacity as Certificate AdministratorTrustee, on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates)Trust, shall enter into the Swap Contract and related agreements with the Swap Counterparty. The Paying Agent shall perform the duties and obligations of the Trustee under the Swap Contract. (b) On the Business Day prior to each P&I Advance Date, based on the reports provided by the each Master Servicer pursuant to Section 4.02(f3.12(e), information that the Certificate Administrator Paying Agent obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(bSections 4.01(a), 4.01(b) and 4.01(d) hereof, the Certificate Administrator Paying Agent shall calculate the Class A-FL A-2FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, the Certificate Administrator Paying Agent shall remit the Class A-FL A-2FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, to the Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL CertificatesFloating Rate Account; provided provided, that upon the occurrence and during the continuation of a Class A-FL A-2FL Distribution Conversion EventConversion, the Certificate Administrator Paying Agent shall not make such payments to such the Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator Paying Agent shall deposit the same into the Class A-FL Sub-Floating Rate Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee (or the Paying Agent on the behalf of the Trustee) shall at all times enforce the Trust’s 's rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator Trustee (or the Paying Agent on its behalf) shall promptly provide written notice to the Holders of the Class A-FL A-2FL Certificates and shall be required, subject to the Certificate Administrator’s Trustee's or the Paying Agent's, as applicable, determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL CertificatesA-2FL holders, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates A-2FL Certificates, to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments Fees received from the Swap Counterparty to enter into a replacement interest rate Swap Contract swap contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate AdministratorTrustee (or Paying Agent on its behalf), with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to written confirmation by the Rating Agency ConfirmationAgencies that such action will not result in a qualification, downgrade or withdrawal of the then-current ratings of the Certificates. If the costs attributable to entering into a replacement interest rate Swap Contract swap contract would exceed the amount of any Swap Termination PaymentsFees, a replacement interest rate Swap Contract swap contract shall not be entered into and any such proceeds will instead be distributed distributed, pro rata, to the Holders of the Class A-FL Certificates, pro rata, A-2FL Certificates on the immediately succeeding Distribution Date. The Certificate Administrator Trustee and the Paying Agent shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL A-2FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL A-2FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator Trustee (subject to or the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)Paying Agent acting on its behalf) not to enter into a replacement interest rate Swap Contract swap contract and distribution of any Swap Termination Payments Fees to the Holders of the Class A-FL A-2FL Certificates. Any such Swap Default (or termination of the Swap Contract) and the consequent Class A-FL A-2FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not not, in and of itself, constitute an event Event of default Default under this Agreement. Upon any change (or notification to the Certificate Administrator Paying Agent that such change is imminent (and such change is confirmed by the Certificate Administrator)imminent) in the payment terms on the Class A-FL A-2FL Certificates, including as a result of the occurrence a Class A-2FL Distribution Conversion, termination of a Class A-FL A-2FL Distribution Conversion Event or Conversion, a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator Paying Agent shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to In the contrary, any costs and expenses related to event that the Swap Contract will only be payable (subsequent is terminated and no replacement interest rate swap agreement is entered into, the Paying Agent shall provide notice of such termination to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable Class A-2FL Certificateholders, which notice shall include: "The Swap Contract with respect to the Class A-FL Certificates) from A-2FL Certificates is terminated as of [date]. Certificateholders and beneficial owners that are Plans are advised that the Exemption will no longer apply to the Class AA-2FL Certificates, effective 60 days after the receipt of this notice. "Exemption", as used in this notice, shall mean Prohibited Transaction Exemption 2002-FL Sub-Account19, which in no circumstances will constitute Additional Trust Fund Expenses67 Fed. Reg. 14,979 (March 28, and in any event in accordance with Section 4.01(b2002); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne granted by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion U.S. Department of Labor to J.P. Morgan Securities Inc. All other capitalized terms used in this noxxxx xxxxx have the Trust meaning assigned to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined them in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when Pooling and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for applicationServicing Agreement."

Swap Contract. (a) On or before the Closing Date, the Certificate AdministratorTrustee, not in its individual capacity but solely in its capacity as Certificate Administrator, Trustee on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates)Trust, shall enter into is hereby directed to execute and deliver the Swap Contract and related agreements with in the name of the Trust. Subject to Section 6.12, the Trustee shall enforce in a commercially reasonable manner the terms of the Swap CounterpartyContract, including, without limiting the generality of the foregoing, the Credit Support Annex and the terms of the Schedule to the related ISDA Master Agreement. (b) On the second Business Day prior to each P&I Advance Distribution Date, based on the reports provided by the General Master Servicer pursuant to Section 4.02(f), or on information that the Certificate Administrator Paying Agent obtains from the Swap Counterparty and pursuant to the Swap Contract, and subject to the priorities set forth in Section 4.01(b)Article VI hereof, the Certificate Administrator Paying Agent shall calculate the Class A-FL Net Swap Payment and notify provide to the Swap Counterparty in accordance with the terms of sufficient information to enable the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, Counterparty to calculate the Certificate Administrator shall remit the Class A-FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, due to the Swap Counterparty from under the Swap Contract, based upon the projected payment that will be payable on the Class AA-3-FL Sub1FL Regular Interest pursuant to the priorities set forth in Article VI hereof and the Pass-Account in respect Through Rate of the Class AA-3-FL Certificates; provided that upon 1FL Regular Interest and the occurrence Class A-3-1FL Certificates and during the continuation amount of a any Prepayment Premiums payable on the Class AA-3-FL 1FL Regular Interest. The Paying Agent shall distribute or cause to be distributed pursuant to Section 8.30(g), one Business Day prior to each Distribution Conversion EventDate, the Certificate Administrator Net Swap Payment to the Swap Counterparty pursuant to the terms of the Swap Contract. Any termination payments due to the Swap Counterparty under the Swap Contract shall be payable solely from any portion of the Fixed Interest Distribution remaining after all other amounts have been paid under the Class A-3-1FL Regular Interest and the Class A-3-1FL Certificates (including all Unpaid Interest and principal amounts outstanding). (c) The Paying Agent agrees to calculate LIBOR for each Interest Reset Date. By the close of business on each Interest Reset Date (or, if such date is not make such payments a Business Day, on the immediately succeeding Business Day), the Paying Agent will provide notice to such the Swap Counterparty. Counterparty of its calculation of LIBOR applicable to the related Interest Accrual Period. (d) Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Class A-3-1FL Regular Interest or the Swap Contract, the Certificate Administrator Paying Agent shall deposit the same into the Class A-FL Sub-Floating Rate Account. For . (e) Subject to Section 6.12 hereof, if a Rating Agency Trigger Event occurs, the avoidance of doubt, payments by Trustee will enforce in a commercially reasonable manner the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator Trust's rights to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant Counterparty's obligations to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from post collateral or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments received from the Swap Counterparty to enter into find a replacement interest rate Swap Contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate Administrator, with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement If the Swap Counterparty is required to the contrary, any costs and expenses related post collateral pursuant to the Swap Contract will only be payable Contract, the Trustee shall establish an account (subsequent or, shall direct the Paying Agent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Accountestablish such account), which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne by an Eligible Account (the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (g) The Certificate Administrator shall establish a "Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account"). The Certificate Administrator Trustee shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” Annex (as defined in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a the Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the such Swap Contract becomes subject to a Class A-FL early termination or upon default by the Swap Default in accordance with the terms of the Credit Support Annex Counterparty or (ii) to return collateral to the relevant Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator Trustee or Paying Agent, as applicable, agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of any Swap Contract collateral (if such the Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Floating Rate Account for applicationapplication as applicable. (g) The Paying Agent shall pay to the Swap Counterparty the portion of interest and other amounts payable on the Class A-3-1FL Regular Interest which is equal to the net swap payment due to the Swap Counterparty pursuant to the Swap Contract (the "Net Swap Payment") in accordance with Section 8.30(b) above. The Trustee and the Paying Agent will have no obligation on behalf of the Trust to pay to the Swap Counterparty any portion of the Fixed Interest Distribution unless and until the interest payment on the Class A-3-1FL Regular Interest is actually received by the Paying Agent. The Paying Agent shall receive funds from the Swap Counterparty representing the net amount payable to the Paying Agent pursuant to the Swap Contract and shall remit such amount to the holders of the Class A-3-1FL Certificates as part of the Class A-3-1FL Interest Distribution Amount pursuant to Section 6.12. (h) With respect to any proposed amendment to the Swap Contract, upon receipt of a Rating Agency Confirmation, the Trustee shall enter into such amendment on behalf of the Class A-3-1FL Certificateholders.

Swap Contract. (a) On The Trustee's rights to receive certain proceeds of the Swap Contract as provided in the Swap Contract Administration Agreement shall be rights of the Trustee as Swap Trustee hereunder, shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund or before of any REMIC. The Swap Trustee shall deposit any amounts received from time to time from the Closing Date, Swap Contract Administrator with respect to the Certificate Administrator, not in its individual capacity but solely in its capacity as Certificate Administrator, Swap Contract into the Swap Account. The Master Servicer shall deposit any amounts received on behalf of the Trust Swap Trustee from time to time with respect to the Swap Contract into the Swap Account. On the Business Day preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Class A Certificates pursuant to Section 4.04(e)(3) through (for 7) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (d). No later than two Business Days following each Distribution Date, the benefit of Trustee shall provide the Holder Swap Contract Administrator with information regarding the aggregate Certificate Principal Balance of the Class A-FL CertificatesA-2 and Class A-3 Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of a Xxxxx'x First Level Downgrade or a S&P First Level Downgrade with respect to the Swap Counterparty (each as defined in the Swap Contract) or upon the Swap Contract Administrator obtaining actual knowledge of a Xxxxx'x Second Level Downgrade or a S&P Second Level Downgrade with respect to the Swap Counterparty (each as defined in the Swap Contract), the Swap Trustee shall enter into promptly provide written notice thereof to the Certificate Insurer and direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the Swap Contract) from the Swap Counterparty on each Valuation Date (as defined in the Swap Contract) and to perform its other obligations in accordance with the Swap Contract and related agreements (ii) take such other action required under the Swap Contract. If a Delivery Amount is demanded, the Swap Contract Administrator, in accordance with the Swap Counterparty. (b) On the Business Day prior Contract Administration Agreement, shall establish an account to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f), information that the Certificate Administrator obtains from the Swap Counterparty hold cash and other eligible investments pledged under the Swap Contract, and subject . Any cash or other Eligible Collateral (as defined in the Swap Contract) pledged under the Swap Contract shall not be part of the Distribution Account or the Swap Account unless remitted to such accounts by the Swap Contract Administrator in accordance with the Swap Contract Administration Agreement. If Eligible Collateral with a value equal to the priorities set forth in Section 4.01(b)Delivery Amount is not delivered to the Swap Contract Administrator by the Swap Counterparty, the Swap Trustee shall promptly provide written notice thereof to the Certificate Insurer and direct the Swap Contract Administrator shall calculate the Class A-FL Net Swap Payment and to notify the Swap Counterparty of such failure. 107 Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in accordance with the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency and the Certificate Insurer following the Event of Default or Termination Event. Upon the termination of the Swap Contract under the circumstances contemplated by this Section 3.21, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, Contract and consistent with the terms hereof and CHL shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contract in form and substance acceptable to the Credit Insurer and with a replacement Swap Counterparty acceptable to the Certificate Administrator Insurer. Any Swap Termination Payment received from the Swap Counterparty shall remit the Class A-FL Net Swap Payment, if any, be used to pay any upfront amount required under any replacement swap contract and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges excess shall be distributed to CHL and Prepayment Premiums will not be available to make distributions in respect of any Class of Certificates. In the Class A-FX Regular Interestevent that a replacement swap contract cannot be procured, if any, to the any Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL Certificates; provided that upon the occurrence and during the continuation of a Class A-FL Distribution Conversion Event, the Certificate Administrator shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be retained by the Swap Contract Administrator and remitted to the Swap Trustee on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Class A Certificates pursuant to Section 4.04(e)(3) through (7) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (d). Any portion of such upfront amount remaining after the Swap Contract Termination Date shall be distributed to CHL and will not be available to make distributions in respect of any Class of Certificates. In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract Administrator in connection with entering into the replacement swap contract and such upfront amount is received by the Swap Contract Administrator prior to the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract, a portion of that upfront amount equal to the Certificate lesser of (x) that upfront amount and (y) the amount of the Swap Termination Payment due to the Swap Counterparty in respect of the original Swap Contract (the "Adjusted Replacement Upfront Amount") shall be included in Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to CHL and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator shall deposit the same into the Class A-FL Sub-Account. For the avoidance of doubt, payments by the Swap Counterparty to in respect of a replacement swap contract after the Certificate Administrator and payments by the Certificate Administrator Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract, such upfront amount shall, in accordance with the Swap Contract Administration Agreement, be retained by the Swap Contract Administrator and remitted to the Swap Trustee on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Class A Certificates pursuant to Section 4.04(e)(3) through (including payments referenced in 7) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (d). 108 The Swap Counterparty shall be an express third party beneficiary of this Agreement for the first paragraph purpose of Section 4.01(b)(iii)(Aenforcing the provisions hereof to the extent of the Swap Counterparty's rights explicitly specified herein as if a party hereto. The Swap Contract Administrator and the Swap Trustee (i) shall not consent to any amendments or modifications of the Swap Contract without the prior written consent of the Certificate Insurer, (ii) shall promptly forward to the Certificate Insurer all notices and Section 4.01(b)(iii)(B)) pursuant other communications received by it or delivered by it relating to the Swap Contract with respect and (iii) shall obtain the Certificate Insurer's consent prior to agreeing to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from Replacement Transaction or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates to enforce the rights of the Trust Permitted Transfer under the Swap Contract as may be permitted by the such terms thereof and use any Swap Termination Payments received from the Swap Counterparty to enter into a replacement interest rate Swap Contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate Administrator, with a replacement Swap Counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to the contrary, any costs and expenses related to the Swap Contract will only be payable (subsequent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Account, which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as are defined in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for application.

Swap Contract. (a) On or before the Closing Date, the Certificate Administrator, not in its individual capacity but solely in its capacity as Certificate Administrator, on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates), shall enter into the Swap Contract and related agreements with the Swap Counterparty. (b) On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f), information that the Certificate Administrator obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(b), the Certificate Administrator shall calculate the Class A-FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. p.m., New York City time time, on each Distribution Date, the Certificate Administrator shall remit the Class A-FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, to the Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL Certificates; provided that upon the occurrence and during the continuation of a Class A-FL Distribution Conversion Event, the Certificate Administrator shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator shall deposit the same into the Class A-FL Sub-Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee Certificate Administrator shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Principal Balance) of the Class A-FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments received from the Swap Counterparty to enter into a replacement interest rate Swap Contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate Administrator, with a replacement Swap Counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to the contrary, any costs and expenses related to the Swap Contract will only be payable (subsequent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Account, which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f3.29(e) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-A FX Certificates shall be borne by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (gf) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for application.

Swap Contract. (a) On or before the Closing Date, the Certificate AdministratorTrustee, not in its individual capacity but solely in its capacity as Certificate AdministratorTrustee, on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates)Trust, shall enter into the Swap Contract and related agreements with the Swap Counterparty. The Paying Agent shall perform the duties and obligations of the Trustee under the Swap Contract. (b) On the Business Day prior to each P&I Advance Date, based on the reports provided by the each Master Servicer pursuant to Section 4.02(f3.12(e), information that the Certificate Administrator Paying Agent obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(bSections 4.01(a), 4.01(b) and 4.01(d) hereof, the Certificate Administrator Paying Agent shall calculate the Class A-FL A-3FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, the Certificate Administrator Paying Agent shall remit the Class A-FL A-3FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, to the Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL CertificatesFloating Rate Account; provided provided, that upon the occurrence and during the continuation of a Class A-FL A-3FL Distribution Conversion EventConversion, the Certificate Administrator Paying Agent shall not make such payments to such the Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator Paying Agent shall deposit the same into the Class A-FL Sub-Floating Rate Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee (or the Paying Agent on the behalf of the Trustee) shall at all times enforce the Trust’s 's rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator Trustee (or the Paying Agent on its behalf) shall promptly provide written notice to the Holders of the Class A-FL A-3FL Certificates and shall be required, subject to the Certificate Administrator’s Trustee's or the Paying Agent's, as applicable, determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL Certificates, A-3FL Certificates to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL A-3FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments Fees received from the Swap Counterparty to enter into a replacement interest rate Swap Contract swap contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate AdministratorTrustee (or the Paying Agent on its behalf), with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to written confirmation by the Rating Agency ConfirmationAgencies that such action will not result in a qualification, downgrade or withdrawal of the then-current ratings of the Certificates. If the costs attributable to entering into a replacement interest rate Swap Contract swap contract would exceed the amount of any Swap Termination PaymentsFees, a replacement interest rate Swap Contract swap contract shall not be entered into and any such proceeds will instead be distributed distributed, pro rata, to the Holders of the Class A-FL Certificates, pro rata, A-3FL Certificates on the immediately succeeding Distribution Date. The Certificate Administrator Trustee and the Paying Agent shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL A-3FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL A-3FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator Trustee (subject to or the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)Paying Agent acting on its behalf) not to enter into a replacement interest rate Swap Contract swap contract and distribution of any Swap Termination Payments Fees to the Holders of the Class A-FL A-3FL Certificates. Any such Swap Default (or termination of the Swap Contract) and the consequent Class A-FL A-3FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not not, in and of itself, constitute an event Event of default Default under this Agreement. Upon any change (or notification to the Certificate Administrator Paying Agent that such change is imminent (and such change is confirmed by the Certificate Administrator)imminent) in the payment terms on the Class A-FL Certificates, A-3FL Certificates including as a result of the occurrence a Class A-3FL Distribution Conversion, termination of a Class A-FL A-3FL Distribution Conversion Event or Conversion, a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator Paying Agent shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to In the contrary, any costs and expenses related to event that the Swap Contract will only be payable (subsequent is terminated and no replacement interest rate swap agreement is entered into within 30 days of such termination, the Paying Agent shall provide notice of such termination to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable Class A-3FL Certificateholders which notice shall include: "The Swap Contract with respect to the Class A-FL Certificates) from A-3FL Certificates is terminated as of [date]. Certificateholders and beneficial owners that are Plans are advised that the Exemption will no longer apply to the Class AA-3FL Certificates, effective 60 days after the receipt of this notice. "Exemption", as used in this notice, shall mean Prohibited Transaction Exemption 2002-FL Sub-Account19, which in no circumstances will constitute Additional Trust Fund Expenses67 Fed. Reg. 14,979 (March 28, and in any event in accordance with Section 4.01(b2002); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne granted by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion U.S. Department of Labor to J.P. Morgan Securities Inc. All other capitalized terms used in this noxxxx xxxxx have the Trust meaning assigned to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined them in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when Pooling and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for applicationServicing Agreement."

Swap Contract. (a) On or before the Closing Date, the Certificate Administrator, not in its individual capacity but solely in its capacity as Certificate Administrator, on behalf CHL shall cause The Bank of the Trust (for the benefit of the Holder of the Class A-FL Certificates), shall New York to enter into the Swap Contract Administration Agreement and related agreements with shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap Counterparty. (b) Contract to, and shall cause all of its obligations in respect of such transaction to be assumed by, the Swap Contract Administrator, on the terms and conditions set forth in the Swap Contract Assignment Agreement. The Trustee's rights to receive certain proceeds of the Swap Contract as provided in the Swap Contract Administration Agreement shall be rights of the Trustee as Swap Trustee hereunder, shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund nor of any REMIC. The Swap Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator with respect to the Swap Contract into the Swap Account. The Master Servicer shall deposit any amounts received on behalf of the Swap Trustee from time to time with respect to the Swap Contract into the Swap Account. On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f), information that the Certificate Administrator obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(b), the Certificate Administrator shall calculate the Class A-FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on preceding each Distribution Date, the Certificate Swap Trustee shall notify the Swap Contract Administrator shall remit the Class A-FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amountsamounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(d)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (c). No later than two Business Days following each Distribution Date, Yield Maintenance Charges and Prepayment Premiums in respect the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Certificate Principal Balance of the Class AInterest-FX Regular Interest, if any, to Bearing Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty from falling below the Class A-FL Sub-Account in respect of the Class A-FL Certificates; provided that upon the occurrence and during the continuation of a Class A-FL Distribution Conversion Event, the Certificate Administrator shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator shall deposit the same into the Class A-FL Sub-Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty Approved Rating Thresholds (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified as defined in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates to enforce the rights of the Trust under Swap Trustee shall direct the Swap Contract Administrator to demand payment of the Delivery Amount (as may be permitted by defined in the terms thereof and use any Swap Termination Payments received from ISDA Credit Support Annex). If a Delivery Amount is demanded, the Swap Counterparty Trustee shall set up an account in accordance with Section 4.09 to enter into a replacement interest rate Swap Contract on substantially identical terms hold cash or on such other terms reasonably acceptable to eligible investments pledged under the Certificate Administrator, with a replacement Swap Counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency ConfirmationISDA Credit Support Annex. If Any cash or other eligible investments pledged under the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract ISDA Credit Support Annex shall not be entered into and any such proceeds will instead be distributed part of the Distribution Account or the Swap Account unless they are applied in accordance with the ISDA Credit Support Annex to make a payment due to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Swap Contract Administrator shall be entitled pursuant to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following Upon the determination by the Certificate Administrator Swap Trustee obtaining actual knowledge of a Failure to Pay or Deliver (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) defined in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap DefaultContract), the Certificate Administrator Swap Trustee shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to the contrary, any costs and expenses related to direct the Swap Contract will only be payable (subsequent Administrator to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Account, which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs demand payment under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” Guarantee. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of 107 the Swap Contract under the circumstances contemplated by this Section 3.21, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereof, and CHL shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contract. In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract Administrator in connection with entering into the replacement swap contract, the Swap Counterparty Collateral Account. The only permitted withdrawal from or application Trustee shall notify the Swap Contract Administrator of funds the amount of Interest Funds for Loan Group 1 and Loan Group 2 and the Principal Distribution Amounts for Loan Group 1 and Loan Group 2 that were used on deposit in, or otherwise prior Distribution Dates to the credit of, a cover any Swap Counterparty Collateral Account shall be (i) for application Termination Payment due to obligations of the Swap Counterparty under the original Swap Contract if Contract, and any portion of such upfront amount paid by a swap counterparty in respect of a replacement swap contract that is remitted by the Swap Contract becomes subject Administrator to a Class A-FL the Swap Default Trustee shall be included in accordance with Interest Funds for Loan Group 1 and Loan Group 2 and the terms of Principal Distribution Amounts for Loan Group 1 and Loan Group 2 on the Credit Support Annex or (ii) next Distribution Date to return collateral the extent, and in the respective amounts, that such Interest Funds for Loan Group 1 and Loan Group 2 and Principal Distribution Amounts for Loan Group 1 and Loan Group 2 were used on prior Distribution Dates to cover any Swap Termination Payment due to the Swap Counterparty when and as required under the original Swap Contract. Any portion of any Net Swap Payment or Swap Termination Payment payable by the Swap ContractCounterparty and not remitted by the Swap Contract Administrator to the Swap Trustee with respect to any Distribution Date will be remitted to CHL and will not be available to make distributions in respect of any Class of Certificates. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that shall be an express third party beneficiary of this Agreement for the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise purpose of enforcing the provisions hereof to the credit extent of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied Counterparty's rights explicitly specified herein as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for applicationa party hereto.

Swap Contract. (a) On or before the Closing Date, the Certificate Administrator, not in its individual capacity but solely in its capacity as Certificate Administrator, on behalf CHL shall cause The Bank of the Trust (for the benefit of the Holder of the Class A-FL Certificates), shall New York to enter into the Swap Contract Administration Agreement and related agreements with shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap Counterparty. (b) Contract to, and shall cause all of its obligations in respect of such transaction to be assumed by, the Swap Contract Administrator, on the terms and conditions set forth in the Swap Contract Assignment Agreement. The Trustee's rights to receive certain proceeds of the Swap Contract as provided in the Swap Contract Administration Agreement shall be rights of the Trustee as Swap Trustee hereunder, shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund nor of any REMIC. The Swap Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator with respect to the Swap Contract into the Swap Account. The Master Servicer shall deposit any amounts received on behalf of the Swap Trustee from time to time with respect to the Swap Contract into the Swap Account. On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f), information that the Certificate Administrator obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(b), the Certificate Administrator shall calculate the Class A-FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on preceding each Distribution Date, the Certificate Swap Trustee shall notify the Swap Contract Administrator shall remit the Class A-FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, amounts distributable to the Swap Counterparty from Certificates pursuant to Section 4.04(h)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (f). No later than two Business Days following each Distribution Date, the Class A-FL Sub-Account in respect Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Certificate Principal Balance of the Class A-FL Certificates; provided that upon Swap Certificates after all distributions on such Distribution Date. Upon the occurrence and during Swap Contract Administrator obtaining actual knowledge of the continuation rating of a Class A-FL Distribution Conversion Event, the Certificate Administrator shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of falling below the Swap Contract, the Certificate Administrator shall deposit the same into the Class A-FL Sub-Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty Approved Rating Thresholds (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified as defined in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates to enforce the rights of the Trust under Swap Trustee shall direct the Swap Contract Administrator to demand payment of the Delivery Amount (as may be permitted by defined in the terms thereof ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and use any Swap Termination Payments received from to perform its other obligations in accordance with the ISDA Credit Support Annex. If a Delivery Amount is demanded, the Swap Counterparty Trustee shall set up an account in accordance with Section 4.09 to enter into a replacement interest rate Swap Contract on substantially identical terms hold cash or on such other terms reasonably acceptable to eligible investments pledged under the Certificate Administrator, with a replacement Swap Counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency ConfirmationISDA Credit Support Annex. If Any cash or other eligible investments pledged under the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract ISDA Credit Support Annex shall not be entered into and any such proceeds will instead be distributed part of the Distribution Account or the Swap 125 Account unless they are applied in accordance with the ISDA Credit Support Annex to make a payment due to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Swap Contract Administrator shall be entitled pursuant to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following If Eligible Credit Support (as defined in the determination by the Certificate Administrator (subject ISDA Credit Support Annex) with a value equal to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) Delivery Amount is not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Defaultdelivered, the Certificate Administrator Swap Trustee shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to the contrary, any costs and expenses related to direct the Swap Contract will only be payable (subsequent Administrator to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Account, which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from notify the Swap Counterparty of such failure. Upon the Swap Trustee obtaining actual knowledge of a Failure to Pay or Deliver (as defined in the Swap Contract), the Swap Trustee shall direct the Swap Contract Administrator to demand payment under any “Credit Support Annex” the Swap Guarantee. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of the Swap Contract into under the circumstances contemplated by this Section 3.21, the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise Trustee shall use its reasonable best efforts to enforce the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations rights of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when and Administrator as required may be permitted by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap ContractContract and consistent with the terms hereof, proceeds and CHL shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the liquidation original Swap Contract. In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract collateral (if Administrator in connection with entering into the replacement swap contract and such Swap Contract becomes subject to early termination or upon default upfront amount is received by the Swap CounterpartyContract Administrator prior to the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract, a portion of that upfront amount equal to the lesser of (x) that upfront amount and (y) the amount of the Swap Termination Payment due to the Swap Counterparty in respect of the original Swap Contract (the "Adjusted Replacement Upfront Amount") shall be deposited included in Interest Funds for Loan Group 2 and Loan Group 3 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to CHL and will not be available to make distributions in respect of any Class A-FL Sub-Account of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract, such upfront amount shall be retained by the Swap Contract Administrator and remitted to the Swap Trustee on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Swap Certificates pursuant to Section 4.04(h)(3) through (8) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (d), (e)(1) through (3) and (f)(1) through (4). Any portion of any Net Swap Payment or Swap Termination Payment payable by the Swap Counterparty and not remitted by the Swap Contract Administrator to the Swap Trustee 126 with respect to any Distribution Date will be remitted to CHL and will not be available to make distributions in respect of any Class of Certificates. The Swap Counterparty shall be an express third party beneficiary of this Agreement for applicationthe purpose of enforcing the provisions hereof to the extent of the Swap Counterparty's rights explicitly specified herein as if a party hereto.

Swap Contract. (a) On or before the Closing Date, the Certificate AdministratorTrustee, not in its individual capacity but solely in its capacity as Certificate AdministratorTrustee, on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates)Trust, shall enter into the Swap Contract and related agreements with the Swap Counterparty. The Paying Agent shall perform the duties and obligations of the Trustee under the Swap Contract. (b) On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f3.12(e), information that the Certificate Administrator Paying Agent obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(bSections 4.01(a), 4.01(b) and 4.01(d) hereof, the Certificate Administrator Paying Agent shall calculate the Class A-FL MFL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, the Certificate Administrator Paying Agent shall remit the Class A-FL MFL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, to the Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL CertificatesFloating Rate Account; provided provided, that upon the occurrence and during the continuation of a Class A-FL MFL Distribution Conversion EventConversion, the Certificate Administrator Paying Agent shall not make such payments to such the Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator Paying Agent shall deposit the same into the Class A-FL Sub-Floating Rate Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee (or the Paying Agent on behalf of the Trustee) shall at all times enforce the Trust’s 's rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator Trustee (or the Paying Agent on its behalf) shall promptly provide written notice to the Holders of the Class A-FL MFL Certificates and shall be required, subject to the Certificate Administrator’s Trustee's or the Paying Agent's, as applicable, determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL Certificates, MFL Certificates to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL MFL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments Fees received from the Swap Counterparty to enter into a replacement interest rate Swap Contract swap contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate AdministratorTrustee (or the Paying Agent on its behalf), with a replacement Swap Counterparty swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to written confirmation by the Rating Agency ConfirmationAgencies that such action will not result in a qualification, downgrade or withdrawal of the then-current ratings of the Certificates. If the costs attributable to entering into a replacement interest rate Swap Contract swap contract would exceed the amount of any Swap Termination PaymentsFees, a replacement interest rate Swap Contract swap contract shall not be entered into and any such proceeds will instead be distributed distributed, pro rata, to the Holders of the Class A-FL Certificates, pro rata, MFL Certificates on the immediately succeeding Distribution Date. The Certificate Administrator Trustee and the Paying Agent shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL MFL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL MFL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator Trustee (subject to or the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)Paying Agent acting on its behalf) not to enter into a replacement interest rate Swap Contract swap contract and distribution of any Swap Termination Payments Fees to the Holders of the Class A-FL MFL Certificates. Any such Swap Default (or termination of the Swap Contract) and the consequent Class A-FL MFL Distribution Conversion Event (or any Class A-FL Swap Default) shall not not, in and of itself, constitute an event Event of default Default under this Agreement. Upon any change (or notification to the Certificate Administrator Paying Agent that such change is imminent (and such change is confirmed by the Certificate Administrator)imminent) in the payment terms on the Class A-FL Certificates, MFL Certificates including as a result of the occurrence a Class A-MFL Distribution Conversion, termination of a Class A-FL MFL Distribution Conversion Event or Conversion, a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator Paying Agent shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to In the contrary, any costs and expenses related to event that the Swap Contract will only be payable (subsequent is terminated and no replacement interest rate swap agreement is entered into within 30 days of such termination, the Paying Agent shall provide notice of such termination to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable Class A-MFL Certificateholders, which notice shall include: "The Swap Contract with respect to the Class A-FL Certificates) from MFL Certificates is terminated as of [date]. Certificateholders and beneficial owners that are Plans are advised that the Exemption will no longer apply to the Class A-FL SubMFL Certificates, effective 60 days after the receipt of this notice. "Exemption", as used in this notice, shall mean Prohibited Transaction Exemption 2002-Account19, which in no circumstances will constitute Additional Trust Fund Expenses67 Fed. Reg. 14,979 (March 28, and in any event in accordance with Section 4.01(b2002); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne granted by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion U.S. Department of Labor to J.P. Morgan Securities Inc. All other capitalized terms used in this noxxxx xxxxx have the Trust meaning assigned to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined them in the Swap Contract) of Pooling and Servicing Agreement." All other capitalized terms used in this notice shall have the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise meaning assigned to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated them in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for applicationPooling and Servicing Agreement.

Swap Contract. (a) On or before the Closing Date, the Certificate Administrator, not in its individual capacity but solely in its capacity as Certificate Administrator, on behalf of the Trust (for the benefit of the Holder of the Class A-FL Certificates), shall enter into the Swap Contract and related agreements with the Swap Counterparty. (b) On the Business Day prior to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f), information that the Certificate Administrator obtains from the Swap Counterparty and the Swap Contract, and subject to the priorities set forth in Section 4.01(b), the Certificate Administrator shall calculate the Class A-FL Net Swap Payment and notify the Swap Counterparty in accordance with the terms of the Swap Contract. (c) No later than 4:00 p.m. p.m., New York City time time, on each Distribution Date, the Certificate Administrator shall remit the Class A-FL Net Swap Payment, if any, and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-FX Regular Interest, if any, to the Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL Certificates; provided that upon the occurrence and during the continuation of a Class A-FL Distribution Conversion Event, the Certificate Administrator shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty in respect of the Swap Contract, the Certificate Administrator shall deposit the same into the Class A-FL Sub-Account. For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A) and Section 4.01(b)(iii)(B)) pursuant to the Swap Contract with respect to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee Certificate Administrator shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Principal Balance) of the Class A-FL Certificates to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof and use any Swap Termination Payments received from the Swap Counterparty to enter into a replacement interest rate Swap Contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate Administrator, with a replacement Swap Counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to the contrary, any costs and expenses related to the Swap Contract will only be payable (subsequent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Account, which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f3.29(e) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (gf) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as defined in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Swap Contract if the Swap Contract becomes subject to a Class A-FL Swap Default in accordance with the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for application.

Swap Contract. (a) On The Trustee's rights to receive certain proceeds of the Swap Contract as provided in the Swap Contract Administration Agreement shall be rights of the Trustee as Swap Trustee hereunder, shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund or before of any REMIC. The Swap Trustee shall deposit any amounts received from time to time from the Closing Date, Swap Contract Administrator with respect to the Certificate Administrator, not in its individual capacity but solely in its capacity as Certificate Administrator, Swap Contract into the Swap Account. The Master Servicer shall deposit any amounts received on behalf of the Trust Swap Trustee from time to time with respect to the Swap Contract into the Swap Account. On the Business Day preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Class A Certificates pursuant to Section 4.04(e)(3) through (for 7) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (d). No later than two Business Days following each Distribution Date, the benefit of Trustee shall provide the Holder Swap Contract Administrator with information regarding the aggregate Certificate Principal Balance of the Class AA-4-FL CertificatesV and Class A-5-V Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of a Moody's First Level Downgrade or a S&P First Level Downgrade with rxxxxxx to the Swap Counterparty (each as defined in the Swap Contract) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody's Second Level Downgrade or a S&P Second Level Downgrade with xxxxxxt to the Swap Counterparty (each as defined in the Swap Contract), the Swap Trustee shall enter into promptly provide written notice thereof to the Certificate Insurer and direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the Swap Contract) from the Swap Counterparty on each Valuation Date (as defined in the Swap Contract) and to perform its other obligations in accordance with the Swap Contract and related agreements (ii) take such other action required under the Swap Contract. If a Delivery Amount is demanded, the Swap Contract Administrator, in accordance with the Swap Counterparty. (b) On the Business Day prior Contract Administration Agreement, shall establish an account to each P&I Advance Date, based on the reports provided by the Master Servicer pursuant to Section 4.02(f), information that the Certificate Administrator obtains from the Swap Counterparty hold cash and other eligible investments pledged under the Swap Contract, and subject . Any cash or other Eligible Collateral (as defined in the Swap Contract) pledged under the Swap Contract shall not be part of the Distribution Account or the Swap Account unless remitted to such accounts by the Swap Contract Administrator in accordance with the Swap Contract Administration Agreement. If Eligible Collateral with a value equal to the priorities set forth in Section 4.01(b)Delivery Amount is not delivered to the Swap Contract Administrator by the Swap Counterparty, the Swap Trustee shall promptly provide written notice thereof to the Certificate Insurer and direct the Swap Contract Administrator shall calculate the Class A-FL Net Swap Payment and to notify the Swap Counterparty of such failure. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in accordance with the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency and the Certificate Insurer following the Event of Default or Termination Event. Upon the termination of the Swap Contract under the circumstances contemplated by this Section 3.21, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract. (c) No later than 4:00 p.m. New York City time on each Distribution Date, Contract and consistent with the terms hereof and CHL shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contract in form and substance acceptable to the Certificate Administrator Insurer and with a replacement Swap Counterparty acceptable to the Certificate Insurer. Any Swap Termination Payment received from the Swap Counterparty shall remit the Class A-FL Net Swap Payment, if any, be used to pay any upfront amount required under any replacement swap contract and the Class A-FL Percentage Interest of any Recovered Interest Amounts, Yield Maintenance Charges excess shall be distributed to CHL and Prepayment Premiums will not be available to make distributions in respect of any Class of Certificates. In the Class A-FX Regular Interestevent that a replacement swap contract cannot be procured, if any, to the any Swap Counterparty from the Class A-FL Sub-Account in respect of the Class A-FL Certificates; provided that upon the occurrence and during the continuation of a Class A-FL Distribution Conversion Event, the Certificate Administrator shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be retained by the Swap Contract Administrator and remitted to the Swap Trustee on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Class A Certificates pursuant to Section 4.04(e)(3) through (7) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (d). Any portion of such upfront amount remaining after the Swap Contract Termination Date shall be distributed to CHL and will not be available to make distributions in respect of any Class of Certificates. In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract Administrator in connection with entering into the replacement swap contract and such upfront amount is received by the Swap Contract Administrator prior to the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract, a portion of that upfront amount equal to the Certificate lesser of (x) that upfront amount and (y) the amount of the Swap Termination Payment due to the Swap Counterparty in respect of the original Swap Contract (the "Adjusted Replacement Upfront Amount") shall be included in Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to CHL and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator shall deposit the same into the Class A-FL Sub-Account. For the avoidance of doubt, payments by the Swap Counterparty to in respect of a replacement swap contract after the Certificate Administrator and payments by the Certificate Administrator Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of 104 the original Swap Contract, such upfront amount shall, in accordance with the Swap Contract Administration Agreement, be retained by the Swap Contract Administrator and remitted to the Swap Trustee on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Class A Certificates pursuant to Section 4.04(e)(3) through (including payments referenced in 7) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.04(a) through (d). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the first paragraph purpose of Section 4.01(b)(iii)(Aenforcing the provisions hereof to the extent of the Swap Counterparty's rights explicitly specified herein as if a party hereto. The Swap Contract Administrator and the Swap Trustee (i) shall not consent to any amendments or modifications of the Swap Contract without the prior written consent of the Certificate Insurer, (ii) shall promptly forward to the Certificate Insurer all notices and Section 4.01(b)(iii)(B)) pursuant other communications received by it or delivered by it relating to the Swap Contract with respect and (iii) shall obtain the Certificate Insurer's consent prior to agreeing to any related Distribution Date (other than any Swap Termination Payments) shall be on a net basis in accordance with the terms of the Swap Contract. (d) The Trustee shall at all times enforce the Trust’s rights under the Swap Contract. In the event of a Class A-FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class A-FL Certificates and shall be required, subject to the Certificate Administrator’s determination that costs of enforcement will be recoverable from Replacement Transaction or indemnified by the Holders of the Class A-FL Certificates, to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the Holders of 25% (by Certificate Balance) of the Class A-FL Certificates to enforce the rights of the Trust Permitted Transfer under the Swap Contract as may be permitted by the such terms thereof and use any Swap Termination Payments received from the Swap Counterparty to enter into a replacement interest rate Swap Contract on substantially identical terms or on such other terms reasonably acceptable to the Certificate Administrator, with a replacement Swap Counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable to entering into a replacement interest rate Swap Contract would exceed the amount of any Swap Termination Payments, a replacement interest rate Swap Contract shall not be entered into and any such proceeds will instead be distributed to the Holders of the Class A-FL Certificates, pro rata, on the immediately succeeding Distribution Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation, reasonable indemnity therefor) from the Holders of the Class A-FL Certificates prior to the incurrence of any costs in connection with the enforcement of the Swap Contract. Any Class A-FL Distribution Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction of the Holders of the Class A-FL Certificates as set forth in this Section 3.29(d)) not to enter into a replacement interest rate Swap Contract and distribution of any Swap Termination Payments to the Holders of the Class A-FL Certificates. Any such Class A-FL Distribution Conversion Event (or any Class A-FL Swap Default) shall not constitute an event of default under this Agreement. Upon any change (or notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator)) in the payment terms on the Class A-FL Certificates, including as a result of the occurrence of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default or the cure of a Class A-FL Distribution Conversion Event or a Class A-FL Swap Default, the Certificate Administrator shall promptly notify DTC of the change in payment terms. (e) [Reserved] (f) Notwithstanding anything in this Agreement to the contrary, any costs and expenses related to the Swap Contract will only be payable (subsequent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses and any other amounts payable with respect to the Class A-FL Certificates) from the Class A-FL Sub-Account, which in no circumstances will constitute Additional Trust Fund Expenses, and in any event in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.29(f) and costs incurred in connection with any exchange of the Class A-FL Certificates to Class A-FX Certificates shall be borne by the related Class A-FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such class of Certificates. (g) The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a subaccount of the Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any “Credit Support Annex” (as are defined in the Swap Contract) of the Swap Contract into the Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise Certificate Insurer shall have the right in its sole discretion to the credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty cure any payment default under the Swap Contract if the Swap Contract becomes subject Administrator fails to a Class A-FL Swap Default in accordance with do so, and the terms of the Credit Support Annex or (ii) to return collateral to the Swap Counterparty when and as required by the Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Swap Counterparty Collateral Account Insurer shall be applied as contemplated in entitled to reimbursement for such payment, plus interest thereon calculated at the Swap Contract. Subject to the terms of the Swap Contract, proceeds of the liquidation of Swap Contract collateral (if such Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-FL Sub-Account for applicationLate Payment Rate.