Common use of Swap Contract Clause in Contracts

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(e)(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). No later than two Business Days following each Distribution Date, 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 a Moody’s Collateralization Event or an S&P Collateralization Event (each as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Ratings Event or an S&P Ratings Event (each 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 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 Contract and Corridor Contracts 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be 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(e)(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). 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 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 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 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. If any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(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). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s rights explicitly specified herein as if a party hereto.

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 '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 preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). 101 No later than two Business Days following each Distribution Date, 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 a Moody’s Collateralization Event or an S&P Collateralization Event the rating of the Swap Counterparty falling below the Approved Rating Thresholds (each as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Ratings Event or an S&P Ratings Event (each as defined in the ISDA Master AgreementContract), the Swap Trustee shall direct the Swap Contract Administrator to (i) negotiate an ISDA Credit Support Annex with the Swap Counterparty that meets the terms of the Swap Contract. If an ISDA Credit Support Annex is negotiated, the Swap Trustee shall direct the Swap Contract Administrator to demand payment of the Delivery Amount (as defined in the ISDA Master Agreement) from Credit Support Annex). In addition, if an ISDA Credit Support Annex is negotiated, the Swap Counterparty on each Valuation Date (as defined in the ISDA Master Agreement) and perform its other obligations Trustee shall set up an account in accordance with the ISDA Master Agreement and (ii) take such other action required under the ISDA Master Agreement. If a Delivery Amount is demanded, the Swap Contract Administrator, in accordance with the Swap Contract Administration Agreement, shall establish an account Section 4.09 to hold cash and or other eligible investments pledged under the such ISDA Master AgreementCredit Support Annex. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) eligible investments pledged under the an ISDA Master Agreement Credit Support Annex shall not be part of the Distribution Swap Account or the Swap Distribution Account unless remitted to such accounts by the Swap Contract Administrator they are applied in accordance with the Swap Contract Administration Agreement. If Eligible Collateral with such ISDA Credit Support Annex to make a value equal to the Delivery Amount is not delivered payment due to the Swap Contract Administrator by pursuant to the Swap Counterparty, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failureContract. Upon the Swap Trustee obtaining actual knowledge of a Failure to Pay or Deliver (as defined in the ISDA Master AgreementSwap Contract), the Swap Trustee shall direct the Swap Contract Administrator to demand payment under the Swap Contract and Corridor Contracts Guarantee. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the ISDA Master AgreementSwap Contract) or Termination Event (as defined in the ISDA Master AgreementSwap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the ISDA Master AgreementSwap 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 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 Swap Contract and consistent with the terms hereof 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be 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(e)(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). 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 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 Loan Group 1 and Loan Group 2 for that Distribution Date, pro rata, based upon their respective Interest Funds for that Distribution Date, 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. If any Any upfront amount is paid to the Swap Contract Administrator by the 102 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, in accordance with the Swap Contract Administration Agreement, 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). 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 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 the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s 's rights explicitly specified herein as if a party hereto.

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 '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 preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(e)(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). No later than two Business Days following each Distribution Date, 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 a Moody’s Collateralization Event 's First Level Downgrade or an S&P Collateralization Event First Level Downgrade (each as defined xx xxxxned in the ISDA Master AgreementSwap Contract) with respect to the Swap Counterparty or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Ratings Event 's Second Level Downgrade or an S&P Ratings Event Second Level Downgrade (each as defined eacx xx xxfined in the ISDA Master Agreement)Swap Contract) with respect to the Swap Counterparty, the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Master AgreementSwap Contract) from the Swap Counterparty on each Valuation Date (as defined in the ISDA Master AgreementSwap Contract) and perform its other obligations in accordance with the ISDA Master Agreement Swap Contract and (ii) take such other action required under the ISDA Master AgreementSwap Contract. 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 AgreementSwap Contract. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) pledged under the ISDA Master Agreement 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 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 Contract and Corridor Contracts Guarantee. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the ISDA Master AgreementSwap Contract) or Termination Event (as defined in the ISDA Master AgreementSwap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the ISDA Master AgreementSwap 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 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 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.] . 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be 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(e)(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). 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 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 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 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. If any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(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). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s 's rights explicitly specified herein as if a party hereto.

Swap Contract. [CHL shall cause The Bank (a) On the Closing Date, the Trustee, not in its individual capacity but solely in its capacity as Trustee on behalf of New York the Trust, is hereby directed to enter into the Assignment of Swap Contract Administration Agreement Contract. The Trustee shall enforce in a commercially reasonable manner the terms of the Swap Contract, including, without limiting the generality of the foregoing, the Credit Support Annex and shall assign all the terms of its right, title and interest in and the Schedule to the interest rate swap transaction evidenced related ISDA Master Agreement. (b) On the second Business Day prior to each Distribution Date, based on the reports provided by the Master Servicer or on information that the Paying Agent obtains from the Swap Contract toCounterparty pursuant to the Swap Contract, and shall cause all of its obligations in respect of such transaction subject to be assumed by, the Swap Contract Administrator, on the terms and conditions priorities set forth in Article VI hereof, the Paying Agent shall calculate the Net Swap Payment, if any, due to the Swap Contract Assignment AgreementCounterparty under the Swap Contract, based upon the projected payment that will be payable on the Class A-2 Regular Interest pursuant to the priorities set forth in Article VI hereof and the Pass-Through Rate of the Class A-2 Regular Interest and the Class A-2 Certificates and the amount of any Prepayment Premiums payable on the Class A-2 Regular Interest. The Trustee’s rights By the close of business on the second Business Day prior to receive certain proceeds each Distribution Date, the Paying Agent shall provide written notice to the Master Servicer (or, if applicable, the Special Servicer) of the Net Swap Payment, if any, required to be distributed to the Swap Counterparty pursuant to the terms 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 will provide such notice even if no amounts received from time to time from the Swap Contract Administrator with respect are due to the Swap Contract into the Swap AccountCounterparty. 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 8.30(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-2 Regular Interest and the Class A-2 Certificates (including all Unpaid Interest and principal amounts outstanding). (c) Promptly upon receipt of any payment or other receipt in respect of the Class A-2 Regular Interest or the Swap Contract, the Paying Agent shall deposit any amounts received the same into the Floating Rate Account. (d) Subject to Section 6.12 hereof, if a Rating Agency Trigger Event occurs, the Trustee will enforce in a commercially reasonable manner the Trust Fund's rights to the Swap Counterparty's obligations to post collateral or find a replacement swap counterparty that would not cause a Rating Agency Trigger Event. (e) The Trustee and the Paying Agent will have no obligation on behalf of the Swap Trustee from time Trust Fund to time with respect pay 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 Counterparty any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(e)(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). No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Certificate Principal Balance portion of the Interest-Bearing Certificates after all distributions Fixed Interest Distribution unless and until the interest payment on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Collateralization Event or an S&P Collateralization Event (each as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Ratings Event or an S&P Ratings Event (each 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 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 Class A-2 Regular Interest 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 actually received 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 Contract and Corridor Contracts 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 DatePaying Agent; provided, however, that the Swap Trustee Paying Agent 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 receive funds from the Swap Counterparty shall be used to pay any upfront representing the net 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be retained by the Swap Contract Administrator and remitted payable 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 Paying Agent pursuant to Section 4.04(e)(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). 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 shall remit 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 holders of the original Swap Contract, a portion of that upfront amount equal to the lesser of (x) that upfront amount and (y) the amount Class A-2 Certificates as part 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 Class A-2 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 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. If any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(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). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s rights explicitly specified herein as if a party hereto6.

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(e)(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). No later than two Business Days following each Distribution Date, 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 a Moody’s Collateralization Event or an S&P Collateralization Event the rating of the Swap Counterparty falling below the Approved Ratings Threshold (each as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s the rating of the Swap Counterparty falling below the Required Ratings Event or an S&P Ratings Event Threshold (each 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 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 Contract and Corridor Contracts 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be 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(e)(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). 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 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 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 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. If any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(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). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s rights explicitly specified herein as if a party hereto.

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 '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 preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). No later than two Business Days following each Distribution Date, 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 a Moody’s Collateralization Event or an S&P Collateralization Event the rating of the Swap Counterparty falling below the Approved Rating Thresholds (each as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Ratings Event or an S&P Ratings Event (each as defined in the ISDA Master AgreementContract), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the negotiate an ISDA Master Agreement) from Credit Support Annex with the Swap Counterparty on each Valuation Date (as defined in that meets the ISDA Master Agreement) and perform its other obligations in accordance with terms of the ISDA Master Agreement and (ii) take such other action required under the ISDA Master AgreementSwap Contract. If a Delivery Amount an ISDA Credit Support Annex 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)negotiated, the Swap Trustee shall direct the Swap Contract Administrator to demand payment under of the Swap Contract and Corridor Contracts Guarantee. Upon the Swap Trustee obtaining actual knowledge of an Event of Default Delivery Amount (as defined in the ISDA Master Agreement) or Termination Event (as defined in the Credit Support Annex). In addition, if an 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)Credit Support Annex is negotiated, the Swap Trustee shall act at the written direction of the Depositor as set up an account in accordance with Section 4.09 to whether to direct the Swap Contract Administrator to designate hold cash or other eligible investments pledged under such ISDA Credit Support Annex. Any cash or other eligible investments pledged under an Early Termination Date; provided, however, that the Swap Trustee ISDA Credit Support Annex shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination not be part of the Swap Contract under Account or 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, Distribution Account unless they are applied 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(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). Any portion of such upfront amount remaining after the Swap Contract Termination Date shall be distributed to CHL and will not be available ISDA Credit Support Annex 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 payment due 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 pursuant 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 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 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. If any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(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). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s rights explicitly specified herein as if a party hereto.

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 '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 preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). 108 No later than two Business Days following each Distribution Date, 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 a Moody’s Collateralization Event or an S&P Collateralization Event the rating of the Swap Counterparty falling below the Approved Rating Thresholds (each as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Ratings Event or an S&P Ratings Event (each as defined in the ISDA Master AgreementContract), 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 perform its other obligations in accordance with the ISDA Master Agreement and (ii) take such other action required under the ISDA Master AgreementCredit Support Annex). If a Delivery Amount is demanded, the Swap Contract Administrator, Trustee shall set up an account in accordance with the Swap Contract Administration Agreement, shall establish an account Section 4.09 to hold cash and or other eligible investments pledged under the ISDA Master AgreementCredit Support Annex. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) eligible investments pledged under the ISDA Master Agreement Credit Support Annex shall not be part of the Distribution Account or the Swap Account unless remitted to such accounts by the Swap Contract Administrator they are applied in accordance with the Swap Contract Administration Agreement. If Eligible Collateral with ISDA Credit Support Annex to make a value equal to the Delivery Amount is not delivered payment due to the Swap Contract Administrator by pursuant to the Swap Counterparty, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failureContract. Upon the Swap Trustee obtaining actual knowledge of a Failure to Pay or Deliver (as defined in the ISDA Master AgreementSwap Contract), the Swap Trustee shall direct the Swap Contract Administrator to demand payment under the Swap Contract and Corridor Contracts Guarantee. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the ISDA Master AgreementSwap Contract) or Termination Event (as defined in the ISDA Master AgreementSwap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the ISDA Master AgreementSwap 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 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 Swap Contract and consistent with the terms hereof 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be 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(e)(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). 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 contract, the Swap Trustee shall notify 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 lesser of (x) that upfront amount and (y) 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 prior Distribution Dates to cover any Swap Termination Payment due to the Swap Counterparty under the original Swap 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 original Swap Contract (Administrator to the “Adjusted Replacement Upfront Amount”) Swap Trustee shall be included in Interest Funds for Loan Group 1 and Loan Group 2 and the Principal Distribution Amounts for Loan Group 1 and Loan Group 2 on the next Distribution Date to the extent, and in the respective amounts, that Distribution Date, pro rata, based upon their respective such Interest Funds for that Loan Group 1 and Loan Group 2 and Principal Distribution Date, Amounts for Loan Group 1 and Loan Group 2 were used on prior Distribution Dates to cover any upfront amount in excess Swap Termination Payment due to the Swap Counterparty under the original Swap Contract. Any portion of any Net Swap Payment or Swap Termination Payment payable by the Adjusted Replacement Upfront Amount shall Swap Counterparty and not remitted by the Swap Contract Administrator to the Swap Trustee with respect to any Distribution Date will be distributed remitted to CHL and will not be available to make distributions in respect of any Class of Certificates. If any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(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). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s 's rights explicitly specified herein as if a party hereto.

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 Indenture Trustee’s rights to receive certain proceeds of the Swap Contract as provided in the Swap Contract Administration Agreement shall be rights of the Indenture Trustee as Swap Trustee hereunder, for the benefit of the Noteholders and shall be an asset of the Swap Trust and shall not be an asset of the Trust Fund nor of any REMICTrust. The Swap Indenture 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 Indenture Trustee from time to time with respect to the Swap Contract into the Swap Account. On the Business Day preceding each Distribution Payment Date, the Swap Indenture Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Certificates Adjustable Rate Notes pursuant to Section 4.04(e)(34.02(d)(iii) through (8) viii) that will remain unpaid following all distributions to be made on such Distribution Payment Date pursuant to Section 4.04(a4.02(a) through (dc). No later than two Business Days following each Distribution Payment Date, the Indenture Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Certificate Note Principal Balance of the Interest-Bearing Certificates Adjustable Rate Notes after all distributions on such Distribution Payment Date. Upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Collateralization Event or an S&P Collateralization Event the rating of the Swap Counterparty falling below the Approved Rating Thresholds (each as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Ratings Event or an S&P Ratings Event (each as defined in the ISDA Master AgreementContract), the Swap Indenture 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 perform its other obligations in accordance with the ISDA Master Agreement and (ii) take such other action required under the ISDA Master AgreementCredit Support Annex). If a Delivery Amount is demanded, the Swap Contract Administrator, Indenture Trustee shall set up an account in accordance with the Swap Contract Administration Agreement, shall establish an account Section 8.08 to hold cash and or other eligible investments pledged under the ISDA Master AgreementCredit Support Annex. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) eligible investments pledged under the ISDA Master Agreement Credit Support Annex shall not be part of the Distribution Payment Account or the Swap Account unless remitted to such accounts by the Swap Contract Administrator they are applied in accordance with the Swap Contract Administration Agreement. If Eligible Collateral with ISDA Credit Support Annex to make a value equal to the Delivery Amount is not delivered payment due to the Swap Contract Administrator by pursuant to the Swap Counterparty, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failureContract. Upon the Swap Indenture Trustee obtaining actual knowledge of a Failure to Pay or Deliver (as defined in the ISDA Master AgreementSwap Contract), the Swap Indenture Trustee shall direct the Swap Contract Administrator to demand payment under the Swap Contract and Corridor Contracts Guarantee. Upon the Swap Indenture Trustee obtaining actual knowledge of an Event of Default (as defined in the ISDA Master AgreementSwap Contract) or Termination Event (as defined in the ISDA Master AgreementSwap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the ISDA Master AgreementSwap Contract), the Swap Indenture 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 Indenture 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 3.214.17, the Swap Indenture 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 Swap Contract and consistent with the terms hereof 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be 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(e)(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). 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 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 Loan Group 1 and Loan Group 2 for that Distribution Date, pro rata, rata based upon on their respective Interest Funds for that Distribution Date, 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. If any Any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract, such upfront amount shall, in accordance with the Swap Contract Administration Agreement, 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). 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 Indenture Trustee with respect to any Payment Date will be remitted to CHL and will not be available to make distributions in respect of any Class of Notes. The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s rights explicitly specified herein as if a party hereto.

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 '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 preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). 110 No later than two Business Days following each Distribution Date, 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 a Moody’s Collateralization Event or an S&P Collateralization Event the rating of the Swap Counterparty falling below the Approved Rating Thresholds (each as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Ratings Event or an S&P Ratings Event (each as defined in the ISDA Master AgreementContract), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Master AgreementCredit Support Annex) from the Swap Counterparty on each Valuation Date (as defined in the ISDA Master AgreementCredit Support Annex) and to perform its other obligations in accordance with the ISDA Master Agreement and (ii) take such other action required under the ISDA Master AgreementCredit Support Annex. If a Delivery Amount is demanded, the Swap Contract Administrator, Trustee shall set up an account in accordance with the Swap Contract Administration Agreement, shall establish an account Section 4.09 to hold cash and or other eligible investments pledged under the ISDA Master AgreementCredit Support Annex. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) eligible investments pledged under the ISDA Master Agreement Credit Support Annex shall not be part of the Distribution Account or the Swap Account unless remitted they are applied in accordance with the ISDA Credit Support Annex to such accounts by make a payment due to the Swap Contract Administrator in accordance with pursuant to the Swap Contract Administration AgreementContract. If Eligible Collateral Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered to the Swap Contract Administrator by the Swap Counterpartydelivered, 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 AgreementSwap Contract), the Swap Trustee shall direct the Swap Contract Administrator to demand payment under the Swap Contract and Corridor Contracts 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be 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(e)(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). 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 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 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 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. If any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(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). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s rights explicitly specified herein as if a party hereto.

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 '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 preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). No later than two Business Days following each Distribution Date, 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 a Moody’s Collateralization 's First Trigger Ratings Event or an S&P Collateralization Approved Ratings Event (each xxxx as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s 's Second Trigger Ratings Event or an S&P Required Ratings Event Evenx (each xxxx 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 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 AgreementSwap Contract), the Swap Trustee shall direct the Swap Contract Administrator to demand payment under the Swap Contract and Corridor Contracts 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be 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(e)(34.04(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 (dc). 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 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 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 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. If any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s 's rights explicitly specified herein as if a party hereto.

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 '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 or 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 preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Class A Certificates pursuant to Section 4.04(e)(3) through (8) 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 Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Certificate Principal Balance of the Interest-Bearing Class A-2 and Class A-3 Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Collateralization Event 's First Level Downgrade or an a S&P Collateralization Event First Level Downgrade with rexxxxx xo the Swap Counterparty (each as defined in the ISDA Master AgreementSwap Contract) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Ratings Event 's Second Level Downgrade or an a S&P Ratings Event Second Level Downgrade with xxxxxxx to the Swap Counterparty (each as defined in the ISDA Master AgreementSwap Contract), the Swap Trustee shall 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 ISDA Master AgreementSwap Contract) from the Swap Counterparty on each Valuation Date (as defined in the ISDA Master AgreementSwap Contract) and to perform its other obligations in accordance with the ISDA Master Agreement Swap Contract and (ii) take such other action required under the ISDA Master AgreementSwap Contract. 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 AgreementSwap Contract. Any cash or other Eligible Collateral (as defined in the ISDA Master AgreementSwap Contract) pledged under the ISDA Master Agreement 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 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 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 Contract and Corridor Contracts Guarantee. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the ISDA Master AgreementSwap Contract) or Termination Event (as defined in the ISDA Master AgreementSwap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the ISDA Master AgreementSwap 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 ISDA Master Agreement 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.] Contract in form and substance acceptable to the Certificate Insurer and with a replacement Swap Counterparty acceptable to the Certificate Insurer. 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be 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 Class A Certificates pursuant to Section 4.04(e)(3) through (8) 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 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 Loan Group 1 and Loan Group 2 for that Distribution Date, pro rata, based upon their respective Interest Funds for that Distribution Date, 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. If any Any upfront amount is paid to the Swap Contract Administrator by the swap counterparty 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, 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 Interest-Bearing Class A Certificates pursuant to Section 4.04(e)(3) through (8) 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 purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s 's rights explicitly specified herein as if a party hereto. The Swap 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 other communications received by it or delivered by it relating to the Swap Contract and (iii) shall obtain the Certificate Insurer's consent prior to agreeing to any Replacement Transaction or Permitted Transfer under the Swap Contract as such terms are defined in the Swap Contract. The Certificate Insurer shall have the right in its sole discretion to cure any payment default under the Swap Contract if the Swap Contract Administrator fails to do so, and the Certificate Insurer shall be entitled to reimbursement for such payment, plus interest thereon calculated at the Late Payment Rate.

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 '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 preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). No later than two Business Days following each Distribution Date, 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 a Moody’s Collateralization Event or an S&P Collateralization Event the rating of the Swap Counterparty falling below the Approved Ratings Threshold (each as defined in the ISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s the rating of the Swap Counterparty falling below the Required Ratings Event or an S&P Ratings Event Threshold (each 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 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 Contract and Corridor Contracts 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be 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(e)(34.04(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 (dc). 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 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 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 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. If any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the 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 Interest-Interest- 115 Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s 's rights explicitly specified herein as if a party hereto.

Swap Contract. [CHL shall cause The Bank of New York to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Swap 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 '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 preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator of any amounts distributable to the Interest-Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). No later than two Business Days following each Distribution Date, 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 a Moody’s Collateralization Event 's First Level Downgrade or an a S&P Collateralization Event First Level Downgrade with rexxxxx xo the Swap Counterparty (each as defined in the ISDA Master AgreementSwap Contract) or upon the Swap Contract Administrator obtaining actual knowledge of a Moody’s Ratings Event 's Second Level Downgrade or an a S&P Ratings Event Second Level Downgrade with xxxxxxx to the Swap Counterparty (each as defined in the ISDA Master AgreementSwap Contract), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Master AgreementSwap Contract) from the Swap Counterparty on each Valuation Date (as defined in the ISDA Master AgreementSwap Contract) and to perform its other obligations in accordance with the ISDA Master Agreement Swap Contract and (ii) take such other action required under the ISDA Master AgreementSwap Contract. 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 AgreementSwap Contract. Any cash or other Eligible Collateral (as defined in the ISDA Master Agreement) pledged under the ISDA Master Agreement 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 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 Contract and Corridor Contracts Guarantee. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the ISDA Master AgreementSwap Contract) or Termination Event (as defined in the ISDA Master AgreementSwap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the ISDA Master AgreementSwap 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 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 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.] . 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 event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original Swap Contract shall, in accordance with the Swap Contract Administration Agreement, be 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(e)(34.04(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 (dc). 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 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 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 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. If any Any upfront amount is paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the 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 Interest-Bearing Certificates pursuant to Section 4.04(e)(34.04(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 (dc). The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty’s 's rights explicitly specified herein as if a party hereto.