Common use of The Swap Agreements Clause in Contracts

The Swap Agreements. (a) On the Closing Date, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, shall (i) establish and maintain in its name, in trust for the benefit of Class A, Class M and Class SB Certificates, the Supplemental Interest Trust Account and (ii) for the benefit of the Class A, Class M and Class SB Certificates, enter into the Swap Agreements. (b) The Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, shall deposit in the Supplemental Interest Trust Account all payments that are payable to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Swap Agreements. Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, to the Swap Counterparty pursuant to the Swap Agreements shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On or before each Distribution Date, such amounts will be remitted by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, to the Supplemental Interest Trust Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreements for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreements for such Distribution Date. For federal income tax purposes, such amounts paid to the Supplemental Interest Trust Account on each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Account in respect of REMIC II Regular Interest SB-IO to the extent of the amount distributable on such REMIC II Regular Interest SB-IO on such Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust Account from the Class IO Distribution Amount (as defined below). Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreements will be subordinated to distributions to the Holders of the Class A and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, pursuant to the Swap Agreements will be deposited by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, into the Supplemental Interest Trust Account. On each Distribution Date, to the extent required, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, shall withdraw such amounts from the Supplemental Interest Trust Account to distribute to the Certificates in the following order of priority: (i) first, to pay the holders of Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto on such Distribution Date, on a pro rata basis, based on the amount of Prepayment Interest Shortfalls previously allocated thereto pursuant to Section 4.02(f) that remain unreimbursed, to the extent not covered by the Eligible Master Servicing Compensation on such Distribution Date; (ii) second, to pay to the holders of the Class A Certificates and Class M Certificates, any Prepayment Interest Shortfalls remaining unpaid from prior Distribution Dates together with interest thereon at the applicable Pass-Through Rate, on a pro rata basis, based on the amount of Prepayment Interest Shortfalls previously allocated thereto that remain unreimbursed; (iii) third, as part of the Principal Distribution Amount, to pay to the holders of the Class A-5 Certificates and Class M Certificates, in each case in reduction of their Certificate Principal Balance, the principal portion of Realized Losses incurred on the Mortgage Loans for the preceding calendar month; (iv) fourth, first, to the Class A-5 Certificates and then to the Class M Certificates, in their order of payment priority, the principal portion of any Realized Losses previously allocated thereto that remain unreimbursed (v) fifth, to pay the holders of the Class A Certificates and Class M Certificates as part of the Principal Distribution Amount, any Overcollateralization Increase Amount; (vi) sixth, to pay to the holders of the Class A Certificates, on a pro rata basis, based on the amount of the Basis Risk Shortfall Carry-Forward Amounts previously allocated thereto that remain unreimbursed, the applicable Basis Risk Shortfall Carry-Forward Amounts, and then to pay the holders of the Class M Certificates, in their order of payment priority, the amount of any Basis Risk Shortfall Carry Forward Amounts remaining unpaid as of that distribution date; (vii) seventh, to pay to the holders of the Class A Certificates and Class M Certificates, the amount of any Relief Act Shortfalls allocated thereto that remain unreimbursed, on a pro rata basis, based on the amount of Relief Act Shortfalls previously allocated thereto; and (viii) eighth, to the Class SB Certificates. On any Distribution Date, the amounts described in 4.09(c)(i) through (c)(viii) above will be paid first from Excess Cash Flow for that Distribution Date, second from amounts received by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Yield Maintenance Agreement as described in Section 4.08 and third, from amounts received by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Swap Agreements. (d) Subject to Sections 8.01 and 8.02 hereof, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, agrees to comply with the terms of the Swap Agreements and to enforce the terms and provisions thereof against the Swap Counterparty at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The REMIC Administrator, on behalf of the Supplemental Interest Trust, and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC II Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). In addition, pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfall Carry-Forward Amounts to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class SB Certificates and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the holders of such Certificates in respect of the REMIC II Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Supplemental Interest Trust Account pursuant to the notional principal contract. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC II, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) In the event that the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, receives a Swap Termination Payment, and a successor swap counterparty cannot be obtained, then such Swap Termination Payment will be deposited into the Supplemental Interest Trust Account and the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, on each subsequent Distribution Date (until the termination date of the original Swap Agreement), will withdraw the amount of any Net Swap Payment due to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust (calculated in accordance with the terms of the original Swap Agreement), and administer such Net Swap Payment in accordance with the order of priority for distribution of Net Swap Payments by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, as described in Section 4.09(c) hereof.

The Swap Agreements. (a) On or before the Closing Date, the Supplemental Interest Trust Trustee, Securities Administrator shall establish a Reserve Fund on behalf of the Supplemental Interest TrustHolders of the Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, shall (i) establish and maintain in its nameXxxxx Fargo Bank, in trust N.A., as Securities Administrator for the benefit of Class Aholders of Luminent Mortgage Trust 2005-1, Class M and Class SB CertificatesMortgage-Backed Notes, the Supplemental Interest Trust Account and (ii) for the benefit of the Class A, Class M and Class SB Certificates, enter into the Swap Agreements. (b) Series 2005-1”. The Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, Securities Administrator shall deposit in the Supplemental Interest Trust Account Reserve Fund all payments received from the Swap Provider that are payable to the Supplemental Interest Trust Trustee, on behalf Trust. On each Distribution Date the Securities Administrator shall remit such amounts received to the Holders of the Supplemental Interest Trust, under Notes in the Swap Agreementsmanner provided in clause (a) below. Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Provider Trigger Event) payable by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, to the Swap Counterparty Provider pursuant to the Swap Agreements Agreement shall be excluded from the Available Distribution Amount and payable deducted (to the Swap Counterparty extent not paid from any upfront payment received pursuant to any replacement interest rate swap agreement entered into by the Trust) from Interest Funds, and to the extent of any such remaining amounts due, from Principal Funds, prior to any distributions to the CertificateholdersNoteholders. On or before each Distribution Payment Date, such amounts will be remitted by to the Supplemental Interest Trust Trustee, Securities Administrator on behalf of the Supplemental Interest Trust, to the Supplemental Interest Trust Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty Provider pursuant to the Swap Agreements for such Distribution DatePayment Date and for prior Payment Dates, if any, and second to make any Swap Termination Payment (not due to a Swap Counterparty Provider Trigger Event) owed to the Swap Counterparty Provider pursuant to the Swap Agreements Agreement for such Distribution DatePayment Date and for prior Payment Dates, if any. For federal income tax purposesIn addition, such amounts paid the Securities Administrator shall remit for payment to the Supplemental Interest Trust Account on each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Account in respect of REMIC II Regular Interest SB-IO to the extent of the amount distributable on such REMIC II Regular Interest SB-IO on such Distribution Date, and Swap Provider any remaining amount shall be deemed paid to the Supplemental Interest Trust Account from the Class IO Distribution Amount (as defined below)Swap Termination Payment payable under Section 8.06. Any Swap Termination Payment triggered by a Swap Counterparty Provider Trigger Event owed to the Swap Counterparty Provider pursuant to the Swap Agreements will be subordinated to distributions to the Holders of the Class A and Class M Certificates Notes and shall be paid as set forth under Section 4.023.03. (ca) On or before each Distribution Date, Net Swap Payments payable by the Swap Counterparty Provider to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, Securities Administrator pursuant to the Swap Agreements will be deposited by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, Securities Administrator into the Supplemental Interest Trust Swap Account. The Swap Administrator shall remit amounts on deposit in the Swap Account for deposit into the Reserve Fund. On each Distribution Payment Date, to the extent required, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, Securities Administrator shall withdraw such amounts from the Supplemental Interest Trust Account Reserve Fund to distribute to the Certificates Notes in the following order of priority: (i) first, to pay the holders each Class of Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto on such Distribution Date, on a pro rata basis, based on to pay Current Interest and any Interest Carry Forward Amount to the amount extent due to the interest portion of Prepayment Interest Shortfalls previously allocated thereto pursuant to Section 4.02(f) that remain unreimburseda Realized Loss, in each case to the extent not covered by the Eligible Master Servicing Compensation on such Distribution Datefully paid pursuant to Section 3.03(a) First; (ii) second, sequentially to the Class M-1, Class M-2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes, in that order, to pay Current Interest to the holders extent not fully paid pursuant to Section 3.03(a)(first) and any Interest Carry Forward Amount to the extent due to the interest portion of a Realized Loss, to the Class A Certificates and Class M Certificates, any Prepayment Interest Shortfalls remaining unpaid from prior Distribution Dates together with interest thereon at the applicable Pass-Through Rate, on a pro rata basis, based on the amount of Prepayment Interest Shortfalls previously allocated thereto that remain unreimbursedextent not fully paid pursuant to Section 3.03(a) First; (iii) third, as part of the Principal Distribution Amount, to pay to the holders of the Class A-5 Certificates and Class M Certificates, in each case in reduction of their Certificate Principal Balance, the principal portion of Realized Losses incurred on the Mortgage Loans for the preceding calendar month; (iv) fourth, first, to the Class A-5 Certificates and then to the Class M Certificates, in their order of payment priority, the principal portion of any Realized Losses previously allocated thereto that remain unreimbursed (v) fifth, to pay the holders of the Class A Certificates and Class M Certificates as part of the Principal Distribution Amount, any Overcollateralization Increase Amount; (vi) sixth, to pay to the holders of the Class A Certificates, on a pro rata basis, based on the amount of the Basis Risk Shortfall Carry-Forward Amounts previously allocated thereto that remain unreimbursedand second, the applicable Basis Risk Shortfall Carry-Forward Amounts, and then sequentially to pay the holders of the Class M CertificatesM-1, Class M-2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes, in their order of payment prioritythat order, the amount of any Basis Risk Shortfall Carry Forward Amounts remaining unpaid as of that distribution date; (vii) seventh, to pay to the holders of the Class A Certificates and Class M Certificates, the amount of any Relief Act Shortfalls allocated thereto that remain unreimbursed, on a pro rata basis, based on the amount of Relief Act Shortfalls previously allocated theretofor such Payment Date; and (viiiiv) eighthfourth, to pay as principal to the Notes as part of the Extra Principal Distribution Amount payable under Section 3.03 until the Overcollateralization Target Amount has been reached, to the Class SB Certificates. On any extent not paid from Excess Cashflow pursuant to Section 3.03 for such Distribution Date. For the avoidance of doubt, any amounts distributable pursuant to this clause (iv) shall be limited to rebuilding overcollateralization to the amounts described in 4.09(c)(iextent overcollateralization has been reduced through Realized Losses. (b) through (c)(viii) above will be paid first from Excess Cash Flow for that Distribution Date, second from amounts received by the Supplemental Interest Trust Trustee, The Trustee on behalf of the Supplemental Interest Trust, under Trust shall be the Yield Maintenance Agreement as described in Section 4.08 and third, from amounts received by the Supplemental Interest Trust Trustee, on behalf nominal owner of the Supplemental Interest Trust, under Reserve Fund. The Majority Certificateholder shall be the Swap Agreements. (d) Subject to Sections 8.01 and 8.02 hereof, the Supplemental Interest Trust Trustee, on behalf beneficial owner of the Supplemental Interest TrustReserve Fund, agrees subject to comply with the terms power of the Swap Agreements and Securities Administrator to enforce transfer amounts under Section 8.07(a). Amounts in the terms and provisions thereof against the Swap Counterparty Reserve Fund shall, at the written direction of the Holders of Class A Majority Certificateholder, be invested in Permitted Investments that mature no later than the Payment Date. If the Majority Certificateholder gives no such direction, the amount in the Reserve Fund shall be invested in the Xxxxx Fargo Prime Advantage Money Market Fund. All net income and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Supplemental Interest Trust Trustee does not receive such direction gain from such Certificateholders, then at the written direction of Residential Funding. (e) The REMIC Administrator, on behalf of the Supplemental Interest Trust, and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) investments shall be treated as having agreed to pay, on each Distribution Date, distributed to the holder of Majority Certificateholder on such Payment Date. All amounts earned on amounts on deposit in the Class SB Certificates an aggregate amount equal Reserve Fund shall be taxable to the excess, if any, of (i) the amount payable Majority Certificateholder. Any losses on such Distribution Date on the REMIC II Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). In addition, pursuant to such notional principal contract, the holder of the Class SB Certificates investments shall be treated as having agreed to pay deposited in the related Basis Risk Shortfall Carry-Forward Amounts to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class SB Certificates and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received Reserve Fund by the holders Majority Certificateholder out of such Certificates in respect of the REMIC II Regular Interest corresponding to such Class of Certificates and its own funds immediately as having been paid by such holders to the Supplemental Interest Trust Account pursuant to the notional principal contract. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC II, but also ownership of an interest in, and obligations with respect to, a notional principal contractrealized. (f) In the event that the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, receives a Swap Termination Payment, and a successor swap counterparty cannot be obtained, then such Swap Termination Payment will be deposited into the Supplemental Interest Trust Account and the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, on each subsequent Distribution Date (until the termination date of the original Swap Agreement), will withdraw the amount of any Net Swap Payment due to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust (calculated in accordance with the terms of the original Swap Agreement), and administer such Net Swap Payment in accordance with the order of priority for distribution of Net Swap Payments by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, as described in Section 4.09(c) hereof.

The Swap Agreements. (a) On the Closing Date, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, The Securities Administrator shall (i) establish and maintain the Swap Account as a segregated trust account or accounts. The Swap Account shall be an Eligible Account. The Securities Administration shall deposit in its name, in trust for the benefit of Class A, Class M Swap Account any Net Swap Payments and Class SB Certificates, other amounts payable to the Supplemental Interest Trust Account and (ii) for the benefit of the Class A, Class M and Class SB Certificates, enter into Swap Provider under the Swap Agreements. On each Payment Date for which the Securities Administrator has received a payment under the Swap Agreements, the Securities Administrator shall pay such amounts in accordance with the priorities set forth in clauses (b) and (c) of this Section. (b) The Supplemental Interest Trust TrusteeOn each Payment Date, on behalf of the Supplemental Interest Trust, shall deposit in the Supplemental Interest Trust Account all payments that are payable to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Swap Agreements. any Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Provider Trigger Event) payable by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, to the Swap Counterparty pursuant to the Swap Agreements shall be excluded deducted from the Group 1 Available Distribution Amount and payable to the Swap Counterparty Funds prior to any distributions to the CertificateholdersGroup 1 Noteholders. On or before each Distribution Date, such amounts will be remitted by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, to the Supplemental Interest Trust Account for payment distributed to the Swap CounterpartyProvider, first to make any Net Swap Payment owed to the Swap Counterparty Provider pursuant to the Swap Agreements for such Distribution Payment Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Provider Trigger Event) owed to the Swap Counterparty Provider pursuant to the Swap Agreements for such Distribution Payment Date. For federal income tax purposes, such amounts paid to the Supplemental Interest Trust Account on each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Account in respect of REMIC II Regular Interest SB-IO to the extent of the amount distributable on such REMIC II Regular Interest SB-IO on such Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust Account from the Class IO Distribution Amount (as defined below). Any Swap Termination Payment Payment, triggered by a Swap Counterparty Provider Trigger Event owed to the Swap Counterparty Provider pursuant to the Swap Agreements will be subordinated to distributions to the Holders of the Class A and Class M Certificates Group 1 Noteholders and shall be paid as set forth under in accordance with Section 4.023.05(d). (c) Net Swap Payments payable On each Payment Date, any amounts received by the Swap Counterparty to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, Provider pursuant to the Swap Agreements will shall be deposited by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, into the Supplemental Interest Trust Account. On each Distribution Date, to the extent required, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, shall withdraw such amounts from the Supplemental Interest Trust Account to distribute to the Certificates distributed in the following order of priority: (i) first, to pay the holders of Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto on such Distribution Date, on a pro rata basis, based on the amount of Prepayment Interest Shortfalls previously allocated thereto pursuant to Section 4.02(f) that remain unreimbursedconcurrently, to the extent not covered by the Eligible Master Servicing Compensation on such Distribution Date; (ii) second, to pay to the holders of the Class A Certificates and Class M Certificates, any Prepayment Interest Shortfalls remaining unpaid from prior Distribution Dates together with interest thereon at the applicable Pass-Through Rate, on a pro rata basis, based on the amount of Prepayment Interest Shortfalls previously allocated thereto that remain unreimbursed; (iii) third, as part of the Principal Distribution Amount, to pay to the holders of the Class A-5 Certificates and Class M Certificates, in each case in reduction of their Certificate Principal Balance, the principal portion of Realized Losses incurred on the Mortgage Loans for the preceding calendar month; (iv) fourth, first, to the Class A-5 Certificates and then to the Class M Certificates, in their order of payment priority, the principal portion of any Realized Losses previously allocated thereto that remain unreimbursed (v) fifth, to pay the holders of the Class A Certificates and Class M Certificates as part of the Principal Distribution Amount, any Overcollateralization Increase Amount; (vi) sixth, to pay to the holders of the Class A Certificates, on a pro rata basis, based on the amount of the Basis Risk Shortfall Carry-Forward Amounts previously allocated thereto that remain unreimbursed, the applicable Basis Risk Shortfall Carry-Forward Amounts, and then to pay the holders of the Class M Certificates, in their order of payment priority, the amount of any Basis Risk Shortfall Carry Forward Amounts remaining unpaid as of that distribution date; (vii) seventh, to pay to the holders of the Class A Certificates and Class M Certificates, the amount of any Relief Act Shortfalls allocated thereto that remain unreimbursed, on a pro rata basis, based on the amount of Relief Act Shortfalls previously allocated thereto; and (viii) eighth, to the Class SB Certificates. On any Distribution Date, the amounts described in 4.09(c)(i) through (c)(viii) above will be paid first from Excess Cash Flow for that Distribution Date, second from amounts received by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Yield Maintenance Agreement as described in Section 4.08 and third, from amounts received by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Swap Agreements. (d) Subject to Sections 8.01 and 8.02 hereof, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, agrees to comply with the terms of the Swap Agreements and to enforce the terms and provisions thereof against the Swap Counterparty at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The REMIC Administrator, on behalf of the Supplemental Interest Trust, and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates 1-A-1 Notes and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract1-A-2 Notes, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC II Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). In addition, pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfall Carry-Forward Amounts Amount for such Payment Date, on a pro rata basis based on such respective Basis Risk Shortfall Carry-Forward Amounts; (ii) second, sequentially, to the holders of the Certificates (other than the Class SB Certificates 1-M-1, Class 1-M-2, Class 1-B-1 and Class R Certificates1-B-2 Notes, in that order; and (iii) third, any remaining amounts payable to the Trust under the Swap Agreements shall be included in the Net Monthly Excess Cashflow for Loan Group 1 and distributed in accordance with the terms of this Agreement. Any payments Section 3.05(d), up to an amount equal to $80,000,000. (d) Notwithstanding anything to the Certificates from amounts deemed received in respect of this notional principal contract contrary herein, the Securities Administrator shall not only be required to make the payments with respect described herein to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). However, any extent that the Securities Administrator receives the corresponding payment from the Certificates (other than Swap Provider under the Class SB Certificates Swap Agreement and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the holders of such Certificates in respect of the REMIC II Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Supplemental Interest extent there are sufficient Available Funds from the Trust Account pursuant for payment to the notional principal contract. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC II, but also ownership of an interest in, and obligations with respect to, a notional principal contractSwap Provider. (f) In the event that the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, receives a Swap Termination Payment, and a successor swap counterparty cannot be obtained, then such Swap Termination Payment will be deposited into the Supplemental Interest Trust Account and the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, on each subsequent Distribution Date (until the termination date of the original Swap Agreement), will withdraw the amount of any Net Swap Payment due to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust (calculated in accordance with the terms of the original Swap Agreement), and administer such Net Swap Payment in accordance with the order of priority for distribution of Net Swap Payments by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, as described in Section 4.09(c) hereof.

The Swap Agreements. (a) On The Certificate Administrator is hereby authorized and directed, not in its individual capacity but solely as Certificate Administrator and on behalf, and for the benefit, of the Trust, to execute and deliver each Swap Agreement on the Closing DateDate and to perform obligations as described herein with respect to each Swap Agreement. Furthermore, the Supplemental Certificate Administrator is hereby authorized and directed to, and shall, perform all obligations on the part of the Certificate Administrator and/or the Trust under each Swap Agreement; provided that (i) payments to be made to the Class A-3FL Swap Counterparty pursuant to Section 4.07(d) shall be made out of amounts allocable as interest (or, in the case of Class A-3FL Additional Fixed Swap Payments, Yield Maintenance Charges and Prepayment Premiums) distributable on or with respect to the Class A-3FL REMIC II Regular Interest, (ii) payments to be made to the Class A-4FC Swap Counterparty pursuant to Section 4.07(d) shall be made out of amounts allocable as interest (or, in the case of Class A-4FC Additional Fixed Swap Payments, Yield Maintenance Charges and Prepayment Premiums) distributable on or with respect to the Class A-4FC REMIC II Regular Interest Trust Trusteeand (iii) any termination payment owing to a Swap Counterparty shall be payable solely out of any upfront payment made by a replacement swap counterparty with respect thereto in connection with entering into a replacement interest rate swap agreement with the Trust, and the Certificate Administrator shall not be responsible for using its own funds in making such payments. Upon the Certificate Administrator entering into the Swap Agreements on behalf of the Supplemental Interest Trust, the Trust shall (i) establish be bound by the terms and maintain in its name, in trust for the benefit conditions of Class A, Class M and Class SB Certificates, the Supplemental Interest Trust Account and (ii) for the benefit of the Class A, Class M and Class SB Certificates, enter into the Swap Agreements. (b) The Supplemental Interest Notwithstanding anything to the contrary in this Agreement, the Class A-3FL Depositor's Retained Amount shall not be a part of the Class A-3FL Grantor Trust Trusteeor the Trust Fund, but instead shall belong to the Depositor (or its affiliate) and the Certificate Administrator, on behalf of the Supplemental Interest Trust, shall deposit in the Supplemental Interest Trust Account all payments that are payable hereby assigns to the Supplemental Interest Depositor (or its designated affiliate) the Trust's entire right, title and interest in and to the Class A-3FL Depositor's Retained Amount. Notwithstanding anything to the contrary in this Agreement, the Class A-4FC Depositor's Retained Amount shall not be a part of the Class A-4FC Grantor Trust Trusteeor the Trust Fund, but instead shall belong to the Depositor (or its affiliate) and the Certificate Administrator, on behalf of the Supplemental Interest Trust, under the Swap Agreements. Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, hereby assigns to the Swap Counterparty pursuant Depositor (or its designated affiliate) the Trust's entire right, title and interest in and to the Class A-4FL Depositor's Retained Amount. (c) The Certificate Administrator shall act as "calculation agent" under each Swap Agreements Agreement and shall be excluded from timely perform all duties associated therewith. In addition, by 5:00 p.m. (New York time) on the Available Distribution Amount and payable to the Swap Counterparty Business Day prior to any distributions to (or, in the Certificateholders. On or before case of item (i) below, no later than the Determination Date relating to) each Distribution Date, such amounts will be remitted based on (in the case of items (ii) and (iii) below) the CMSA Loan Periodic Update File for the related Collection Period provided by the Supplemental Interest Trust TrusteeMaster Servicer pursuant to Section 3.12, on behalf of the Supplemental Interest Trust, to Certificate Administrator shall notify the Supplemental Interest Trust Account for payment to the Class A-3FL Swap Counterparty, first to make any Net Swap Payment owed in writing of (i) the Class Principal Balance of the Class A-3FL Certificates immediately prior to the Swap Counterparty pursuant related Distribution Date, (ii) the amount of any Prepayment Premiums and Yield Maintenance Charges distributable with respect to the Swap Agreements Class A-3FL REMIC II Regular Interest for such the related Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Eventiii) owed the amount of interest distributable with respect to the Swap Counterparty Class A-3FL REMIC II Regular Interest pursuant to the Swap Agreements Section 4.01(a) for such Distribution Date. For federal income tax purposesIn addition, such amounts paid by 5:00 p.m. (New York time) on the Business Day prior to (or, in the case of item (i) below, no later than the Determination Date relating to) each Distribution Date, based on (in the case of items (ii) and (iii) below) the CMSA Loan Periodic Update File for the related Collection Period provided by the Master Servicer pursuant to Section 3.12, the Certificate Administrator shall notify the Class A-4FC Swap Counterparty, in writing of (i) the Class Principal Balance of the Class A-4FC Certificates immediately prior to the Supplemental Interest Trust Account on each related Distribution Date shall first be deemed paid Date, (ii) the amount of any Prepayment Premiums and Yield Maintenance Charges distributable with respect to the Supplemental Interest Trust Account in respect of Class A-4FC REMIC II Regular Interest SB-IO for the related Distribution Date, and (iii) the amount of interest distributable with respect to the extent of the amount distributable on such Class A-4FC REMIC II Regular Interest SB-IO on pursuant to Section 4.01(a) for such Distribution Date. (d) On each Distribution Date, and any remaining amount shall be deemed paid following all deposits to the Supplemental Interest Trust Floating Rate Account from on or prior to that date pursuant to Section 3.04(c), the Certificate Administrator shall (i) remit the Class IO Distribution Amount A-3FL Net Fixed Swap Payment, the Class A-3FL Additional Fixed Swap Payment and the Class A-3FL Fixed Payer Shortfall Reimbursement Payment, in each case if any, to the Class A-3FL Swap Counterparty out of amounts on deposit in the Floating Rate Account that represent distributions of Distributable Certificate Interest (as defined below). Any or, in the case of the Class A-3FL Additional Fixed Swap Termination Payments, Yield Maintenance Charges and Prepayment Premiums) in respect of the Class A-3FL REMIC II Regular Interest; and (ii) remit the Class A-4FC Net Fixed Swap Payment, the Class A-4FC Additional Fixed Swap Payment triggered by and the Class A-4FC Fixed Payer Shortfall Reimbursement Payment, in each case if any, to the Class A-4FC Swap Counterparty out of amounts on deposit in the Floating Rate Account that represent distributions of Distributable Certificate Interest (or, in the case of the Class A-4FC Additional Fixed Swap Payments, Yield Maintenance Charges and Prepayment Premiums) in respect of the Class A-4FC REMIC II Regular Interest; provided that, during the continuation of a Swap Counterparty Trigger Event owed Payment Default under a Swap Agreement while the Certificate Administrator is pursuing remedies under such Swap Agreement, or following the termination of a Swap Agreement, the Certificate Administrator shall not make such payments to the related Swap Counterparty. If by 3:00 p.m. New York City time on any Class A-3FL Swap Payment Date the Certificate Administrator has not received any Class A-3FL Net Floating Swap Payment payable by the Class A-3FL Swap Counterparty pursuant on such date, the Certificate Administrator shall, consistent with the Class A-3FL Swap Agreement, in order to, among other things, cause the commencement of the applicable grace period, promptly notify the Class A-3FL Swap Counterparty that the Certificate Administrator has not received such Class A-3FL Net Floating Swap Payment. If by 3:00 p.m. New York City time on any Class A-4FC Swap Payment Date the Certificate Administrator has not received any Class A-4FC Net Floating Swap Payment payable by the Class A-4FC Swap Counterparty on such date, the Certificate Administrator shall, consistent with the Class A-4FC Swap Agreement, in order to, among other things, cause the commencement of the applicable grace period, promptly notify the Class A-4FC Swap Counterparty that the Certificate Administrator has not received such Class A-4FC Net Floating Swap Payment. (e) Subject to Section 8.02(iii), the Certificate Administrator shall at all times enforce the Trust's rights under the Class A-3FL Swap Agreement. In the event of a Swap Default under the Class A-3FL Swap Agreement, the Certificate Administrator shall (i) provide notice of such Swap Default on the date of such default to the Class A-3FL Swap Agreements will be subordinated to distributions Counterparty and (ii) promptly provide written notice to the Holders of the Class A and Class M A-3FL Certificates and and, subject to Section 8.02(iii), shall be paid as set forth under Section 4.02. required to take such actions (c) Net following the expiration of any applicable grace period specified in the Class A-3FL Swap Payments payable Agreement), unless otherwise directed in writing by the Holders or Certificate Owners of Class A-3FL Certificates representing at least 25% of the Class Principal Balance of the Class A-3FL Certificates, to enforce such rights of the Trust under the Class A-3FL Swap Agreement as may be permitted by the terms thereof, including termination thereof, and use any Swap Termination Fees received from the Class A-3FL Swap Counterparty to enter into a replacement interest rate swap agreement on substantially identical terms, with a replacement swap counterparty that would not cause a Collateralization Event (as defined in the Supplemental Interest Trust Trustee, on behalf of Class A-3FL Swap Agreement). If the Supplemental Interest Trust, pursuant costs attributable to entering into a replacement interest rate swap agreement with respect to the Swap Agreements will be deposited by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, into the Supplemental Interest Trust Account. On each Distribution Date, to the extent required, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, shall withdraw such amounts from the Supplemental Interest Trust Account to distribute to the Class A-3FL Certificates in the following order of priority: (i) first, to pay the holders of Class A Certificates and Class M Certificates, would exceed the amount of any Prepayment Interest Shortfalls allocated thereto on Swap Termination Fees received from the Class A-3FL Swap Counterparty, a replacement interest rate swap agreement with respect to the Class A-3FL Certificates shall not be entered into and any such Distribution Dateproceeds will instead be distributed, on a pro rata basis, based on the amount of Prepayment Interest Shortfalls previously allocated thereto pursuant to Section 4.02(f) that remain unreimbursedrata, to the extent not covered by the Eligible Master Servicing Compensation on such Distribution Date; (ii) second, to pay to the holders of the Class A A-3FL Certificates and Class M Certificates, any Prepayment Interest Shortfalls remaining unpaid from prior Distribution Dates together with interest thereon at the applicable Pass-Through Rate, on a pro rata basis, based on the amount of Prepayment Interest Shortfalls previously allocated thereto that remain unreimbursed; (iii) third, immediately succeeding Distribution Date as part of the Principal Class A-3FL Interest Distribution Amount, to pay to Amount for such Distribution Date. If any replacement swap counterparty pays any fee in connection with the holders execution of any replacement interest rate swap agreement in respect of the Class A-5 A-3FL Certificates and Class M Certificates, in each case in reduction of their Certificate Principal Balancewith the Trust, the principal portion of Realized Losses incurred on the Mortgage Loans for the preceding calendar month; (iv) fourth, Certificate Administrator shall distribute such fee: first, to the Class A-5 Certificates and then to the Class M Certificates, A-3FL Swap Counterparty in their order of payment priority, the principal portion of any Realized Losses previously allocated thereto that remain unreimbursed (v) fifth, to pay the holders respect of the terminated Class A Certificates and Class M Certificates as part of the Principal Distribution AmountA-3FL Swap Agreement, any Overcollateralization Increase Amount; (vi) sixth, up to pay to the holders of the Class A Certificates, on a pro rata basis, based on the amount of the Basis Risk Shortfall Carry-Forward Amounts previously allocated thereto that remain unreimbursed, the applicable Basis Risk Shortfall Carry-Forward Amounts, and then to pay the holders of the Class M Certificates, in their order of payment priority, the amount of any Basis Risk Shortfall Carry Forward Amounts remaining unpaid as of that distribution date; (vii) seventh, to pay termination payment owing to the holders of terminated Class A-3FL Swap Counterparty under, and in connection with the Class A Certificates termination of, such Swap Agreement, and Class M Certificates, such fee (or applicable portion thereof) shall be deemed to have been distributed first to the amount of any Relief Act Shortfalls allocated thereto that remain unreimbursed, on a pro rata basis, based on Depositor as compensation to the amount of Relief Act Shortfalls previously allocated thereto; and (viii) eighth, Depositor under this Agreement and then from the Depositor to the Class SB Certificates. On any Distribution Date, the amounts described in 4.09(c)(i) through (c)(viii) above will be paid first from Excess Cash Flow for that Distribution Date, second from amounts received by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Yield Maintenance Agreement as described in Section 4.08 and third, from amounts received by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Swap Agreements. (d) Subject to Sections 8.01 and 8.02 hereof, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, agrees to comply with the terms of the Swap Agreements and to enforce the terms and provisions thereof against the A-3FL Swap Counterparty at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The REMIC Administrator, on behalf of the Supplemental Interest Trust, and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC II Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). In addition, pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfall Carry-Forward Amounts to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class SB Certificates and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the holders of such Certificates in respect of the REMIC II Regular Interest corresponding terminated Class A-3FL Swap Agreement, and then, any remainder, to such the Depositor. Any expenses, costs and/or liabilities incurred by the Certificate Administrator in connection with enforcing the Class A-3FL Swap Agreement shall be payable and/or reimbursable solely out of indemnification payments made by Class A-3FL Certificateholders. Any Class A-3FL Distribution Conversion shall become permanent following the determination by the Certificate Administrator (in the circumstances contemplated in the third sentence of the preceding paragraph) or by the Holders or Certificate Owners of Class A-3FL Certificates representing at least 25% of the Class Principal Balance of the Class A-3FL Certificates not to enter into a replacement interest rate swap agreement and as having been distribution of any Swap Termination Fees paid by such holders the Class A-3FL Swap Counterparty to the Supplemental Interest Trust Account pursuant to the notional principal contract. Thus, each Certificate (other than Holders of the Class R A-3FL Certificates) . Any Swap Default under, or termination of, the Class A-3FL Swap Agreement and the consequent Class A-3FL Distribution Conversion shall be treated not, in and of itself, constitute an Event of Default under this Agreement. Upon any change in the payment terms on the Class A-3FL Certificates, including as representing not only ownership a result of regular interests in REMIC IIa Class A-3FL Distribution Conversion, but also ownership termination of an interest in, and obligations with respect toa Class A-3FL Distribution Conversion, a notional principal contractSwap Default under the Class A-3FL Swap Agreement or the cure of a Swap Default under the Class A-3FL Swap Agreement, the Certificate Administrator shall promptly notify the Depository of the change in payment terms. (f) Subject to Section 8.02(iii), the Certificate Administrator shall at all times enforce the Trust's rights under the Class A-4FC Swap Agreement. In the event that of a Swap Default under the Supplemental Interest Trust TrusteeClass A-4FC Swap Agreement, the Certificate Administrator shall (i) provide notice of such Swap Default on behalf the date of such default to the Class A-4FC Swap Counterparty and (ii) promptly provide written notice to the Holders of the Supplemental Interest TrustClass A-4FC Certificates and, receives a Swap Termination Paymentsubject to Section 8.02(iii), and a successor swap counterparty cannot shall be obtained, then required to take such Swap Termination Payment will be deposited into actions (following the Supplemental Interest Trust Account and expiration of any applicable grace period specified in the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, on each subsequent Distribution Date (until the termination date of the original Class A-4FC Swap Agreement), will withdraw unless otherwise directed in writing by the Holders or Certificate Owners of Class A-4FC Certificates representing at least 25% of the Class Principal Balance of the Class A-4FC Certificates, to enforce such rights of the Trust under the Class A-4FC Swap Agreement as may be permitted by the terms thereof, including termination thereof, and use any Swap Termination Fees received from the Class A-4FC Swap Counterparty to enter into a replacement interest rate swap agreement on substantially identical terms, with a replacement swap counterparty that would not cause a Collateralization Event (as defined in the Class A-4FC Swap Agreement). If the costs attributable to entering into a replacement interest rate swap agreement with respect to the Class A-4FC Certificates would exceed the amount of any Net Swap Payment due Termination Fees received from the Class A-4FC Swap Counterparty, a replacement interest rate swap agreement with respect to the Supplemental Interest Trust TrusteeClass A-4FC Certificates shall not be entered into and any such proceeds will instead be distributed, on behalf pro rata, to the Holders of the Supplemental Class A-4FC Certificates on the immediately succeeding Distribution Date as part of the Class A-4FC Interest Trust (calculated Distribution Amount for such Distribution Date. If any replacement swap counterparty pays any fee in accordance connection with the terms execution of any replacement interest rate swap agreement in respect of the original Class A-4FC Certificates with the Trust, the Certificate Administrator shall distribute such fee: first, to the Class A-4FC Swap Counterparty in respect of the terminated Class A-4FC Swap Agreement), up to the amount of any termination payment owing to the terminated Class A-4FC Swap Counterparty under, and administer such Net Swap Payment in accordance connection with the order termination of, such Swap Agreement, and such fee (or applicable portion thereof) shall be deemed to have been distributed first to the Depositor as compensation to the Depositor under this Agreement and then from the Depositor to the Class A-4FC Swap Counterparty in respect of priority for the terminated Class A-4FC Swap Agreement, and then, any remainder, to the Depositor. Any expenses, costs and/or liabilities incurred by the Certificate Administrator in connection with enforcing the Class A-4FC Swap Agreement shall be payable and/or reimbursable solely out of indemnification payments made by Class A-4FC Certificateholders. Any Class A-4FC Distribution Conversion shall become permanent following the determination by the Certificate Administrator (in the circumstances contemplated in the third sentence of the preceding paragraph) or by the Holders or Certificate Owners of Class A-4FC Certificates representing at least 25% of the Class Principal Balance of the Class A-4FC Certificates not to enter into a replacement interest rate swap agreement and distribution of Net any Swap Payments Termination Fees paid by the Supplemental Interest Trust Trustee, on behalf Class A-4FC Swap Counterparty to the Holders of the Supplemental Interest TrustClass A-4FC Certificates. Any Swap Default under, or termination of, the Class A-4FC Swap Agreement and the consequent Class A-4FC Distribution Conversion shall not, in and of itself, constitute an Event of Default under this Agreement. Upon any change in the payment terms on the Class A-4FC Certificates, including as described a result of a Class A-4FC Distribution Conversion, termination of a Class A-4FC Distribution Conversion, a Swap Default under the Class A-4FC Swap Agreement or the cure of a Swap Default under the Class A-4FC Swap Agreement, the Certificate Administrator shall promptly notify the Depository of the change in Section 4.09(c) hereofpayment terms.

The Swap Agreements. (a) On The Trustee is hereby authorized and directed, not in its individual capacity but solely as Trustee and on behalf, and for the benefit, of the Trust, to execute and deliver the Swap Agreements on the Closing DateDate and to perform obligations as described herein with respect to the Swap Agreements. Furthermore, the Supplemental Trustee is hereby authorized and directed to, and shall, perform all obligations on the part of the Trustee and/or the Trust under the Swap Agreements; provided that (i) payments to be made to each Swap Counterparty pursuant to Section 3.29(e) shall be made out of amounts allocable as interest (or, in the case of Class A-MFL Additional Fixed Swap Payments and Class A-JFL Additional Fixed Swap Payments, Yield Maintenance Charges and Prepayment Premiums) distributable on or with respect to the Class A-MFL REMIC II Regular Interest and Class A-JFL REMIC II Regular Interest and (ii) any termination payment owed to the respective Swap Counterparty shall be payable solely out of any upfront payment made by a replacement swap counterparty with respect thereto in connection with entering into replacement interest rate Swap Agreements with the Trust Trustee(net of any costs or expenses incurred by the Trust in connection therewith), and the Trustee shall not be responsible for using its own funds in making such payments. Upon the Trustee entering into the Swap Agreements on behalf of the Supplemental Interest Trust, the Trust shall (i) establish be bound by the terms and maintain in its name, in trust for the benefit conditions of Class A, Class M and Class SB Certificates, the Supplemental Interest Trust Account and (ii) for the benefit of the Class A, Class M and Class SB Certificates, enter into the Swap Agreements. In addition, the Trustee shall cause each Swap Counterparty to make the Swap Upfront Payment to an account designated by the Depositor or its affiliate on the Closing Date. (b) The Supplemental Interest Trust Trustee, on behalf Trustee shall determine each value of the Supplemental Interest Trust, shall deposit in the Supplemental Interest Trust Account all payments that are payable to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Swap Agreements. Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, to the Swap Counterparty pursuant to the Swap Agreements shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to any distributions to the Certificateholders. On or before each Distribution Date, such amounts will be remitted by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, to the Supplemental Interest Trust Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreements for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreements for such Distribution Date. For federal income tax purposes, such amounts paid to the Supplemental Interest Trust Account on each Distribution Date shall first be deemed paid to the Supplemental Interest Trust Account in respect of REMIC II Regular Interest SB-IO to the extent of the amount distributable on such REMIC II Regular Interest SB-IO on such Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust Account from the Class IO Distribution Amount (as defined below). Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreements will be subordinated to distributions to the Holders of the Class A and Class M Certificates and shall be paid as set forth under Section 4.02. (c) Net Swap Payments payable by the Swap Counterparty to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, pursuant to the Swap Agreements will be deposited by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, into the Supplemental Interest Trust Account. On each Distribution Date, to the extent required, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, shall withdraw such amounts from the Supplemental Interest Trust Account to distribute to the Certificates in the following order of priority: (i) first, to pay the holders of Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto on such Distribution Date, on a pro rata basis, based on the amount of Prepayment Interest Shortfalls previously allocated thereto pursuant to Section 4.02(f) that remain unreimbursed, to the extent not covered by the Eligible Master Servicing Compensation on such Distribution Date; (ii) second, to pay to the holders of the Class A Certificates and Class M Certificates, any Prepayment Interest Shortfalls remaining unpaid from prior Distribution Dates together with interest thereon at the applicable Pass-Through Rate, on a pro rata basis, based on the amount of Prepayment Interest Shortfalls previously allocated thereto that remain unreimbursed; (iii) third, as part of the Principal Distribution Amount, to pay to the holders of the Class A-5 Certificates and Class M Certificates, in each case in reduction of their Certificate Principal Balance, the principal portion of Realized Losses incurred on the Mortgage Loans for the preceding calendar month; (iv) fourth, first, to the Class A-5 Certificates and then to the Class M Certificates, in their order of payment priority, the principal portion of any Realized Losses previously allocated thereto that remain unreimbursed (v) fifth, to pay the holders of the Class A Certificates and Class M Certificates as part of the Principal Distribution Amount, any Overcollateralization Increase Amount; (vi) sixth, to pay to the holders of the Class A Certificates, on a pro rata basis, based on the amount of the Basis Risk Shortfall Carry-Forward Amounts previously allocated thereto that remain unreimbursed, the applicable Basis Risk Shortfall Carry-Forward Amounts, and then to pay the holders of the Class M Certificates, in their order of payment priority, the amount of any Basis Risk Shortfall Carry Forward Amounts remaining unpaid as of that distribution date; (vii) seventh, to pay to the holders of the Class A Certificates and Class M Certificates, the amount of any Relief Act Shortfalls allocated thereto that remain unreimbursed, on a pro rata basis, based on the amount of Relief Act Shortfalls previously allocated thereto; and (viii) eighth, to the Class SB Certificates. On any Distribution Date, the amounts described in 4.09(c)(i) through (c)(viii) above will be paid first from Excess Cash Flow for that Distribution Date, second from amounts received by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Yield Maintenance Agreement as described in Section 4.08 and third, from amounts received by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Swap Agreements. (d) Subject to Sections 8.01 and 8.02 hereof, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, agrees to comply with the terms of the Swap Agreements and to enforce the terms and provisions thereof against the Swap Counterparty at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (e) The REMIC Administrator, on behalf of the Supplemental Interest Trust, and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, all holders of Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the holder of the Class SB Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC II Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). In addition, pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the related Basis Risk Shortfall Carry-Forward Amounts to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class SB Certificates and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the holders of such Certificates in respect of the REMIC II Regular Interest corresponding to such Class of Certificates and as having been paid by such holders to the Supplemental Interest Trust Account pursuant to the notional principal contract. Thus, each Certificate (other than the Class R Certificates) shall be treated as representing not only ownership of regular interests in REMIC II, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) In the event that the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, receives a Swap Termination Payment, and a successor swap counterparty cannot be obtained, then such Swap Termination Payment will be deposited into the Supplemental Interest Trust Account and the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, on each subsequent Distribution Date (until the termination date of the original Swap Agreement), will withdraw the amount of any Net Swap Payment due to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust (calculated LIBOR in accordance with the terms of the original applicable Swap Agreement). Absent manifest error, the Trustee's determination of LIBOR shall be binding on each Swap Counterparty and the Class A-MFL and Class A-JFL Certificateholders, as applicable. (c) By 5:00 p.m. (New York time) on the second Business Day prior to each Class A-MFL or Class A-JFL Swap Payment Date, as applicable, the Trustee shall notify the respective Swap Counterparty of the Class Principal Balance of the Class A-MFL or Class A-JFL Certificates, as applicable, as of the last day of the calendar month immediately prior to the related Distribution Date. By 5:00 p.m. (New York time) on the Business Day prior to the Distribution Date based on the Loan Periodic Update File for the related Collection Period provided by the Master Servicer pursuant to Section 4.02, the Trustee shall notify each Swap Counterparty, in writing of (i) the amount of any Yield Maintenance Charges and Prepayment Premiums distributable with respect to the Class A-MFL REMIC II Regular Interest or Class A-JFL REMIC II Regular Interest for the related Distribution Date, and administer (ii) the amount of interest distributable with respect to the Class A-MFL REMIC II Regular Interest or Class A-JFL REMIC II Regular Interest pursuant to Section 4.01(a)(iv) for such Net Distribution Date and required (or deemed) to be deposited into the related sub-account of the Floating Rate Account; (d) Upon receiving written notice from the Trustee, on the Business Day prior to each Master Servicer Remittance Date, of the value of the respective Class A-MFL Fixed Swap Payment or Class A-JFL Fixed Swap Payment, the respective Class A-MFL Floating Swap Payment or Class A-JFL Floating Swap Payment, the respective Class A-MFL Net Fixed Swap Payment or Class A-JFL Net Fixed Swap Payment, if any, and the respective Class A-MFL Net Floating Swap Payment or Class A-JFL Net Floating Swap Payment, if any, in each case with respect to the related respective Class A-MFL Swap Payment Date or Class A-JFL Swap Payment Date and the related Distribution Date, the applicable Swap Counterparty shall promptly confirm each such amount and notify the Trustee of any incorrect amounts. (e) On each respective Class A-MFL Swap Payment Date or Class A-JFL Swap Payment Date, the Trustee shall remit the respective Class A-MFL Net Fixed Swap Payment or Class A-JFL Net Fixed Swap Payment, if any, and the Class A-MFL Fixed Payer Shortfall Reimbursement Payment or the A-JFL Fixed Payer Shortfall Reimbursement Payment, if any, to the applicable Swap Counterparty, out of amounts on deposit in the related sub-account of the Floating Rate Account that represent distributions of Distributable Certificate Interest in respect of the Class A-MFL REMIC II Regular Interest or Class A-JFL REMIC II Regular Interest, as applicable, in accordance with this Agreement and the order Swap Agreements; provided that, upon and during the continuation of priority for distribution a Swap Default while the Trustee is pursuing remedies under the respective Swap Agreement pursuant to this Section 3.29, or following the termination of Net such Swap Payments Agreement, the Trustee shall not make such payments to the respective Swap Counterparty. On each respective Class A-MFL Swap Payment Date or Class A-JFL Swap Payment Date, the Trustee shall remit (i) the respective Class A-MFL Additional Fixed Swap Payment or Class A-JFL Additional Fixed Swap Payment, in each case if any, to each Swap Counterparty, out of amounts on deposit in the related sub-account of the Floating Rate Account that represent distributions of Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-MFL REMIC II Regular Interest or Class A-JFL REMIC II Regular Interest, as applicable, in accordance with this Agreement and the Swap Agreements and (ii) any other amounts payable to each Swap Counterparty pursuant to the Swap Agreement to the extent of available funds remaining in the applicable sub-account of the Floating Rate Account that are not otherwise distributable to the holders of the Class A-MFL or Class A-JFL Certificates or any other party pursuant to this Agreement; provided that, upon and during the continuation of a Swap Default while the Trustee is pursuing remedies under the respective Swap Agreement pursuant to this Section 3.29, or following the termination of such Swap Agreement, the Trustee shall not make such payments to the respective Swap Counterparty. Promptly upon receipt of any payment or other receipt in respect of the applicable Swap Agreement, the Trustee shall deposit the same into the related sub-account of the Floating Rate Account. (f) The Trustee shall at all times enforce the Trust's rights under the Swap Agreements in a commercially reasonable manner. In the event of a Swap Default, the Trustee shall (i) provide notice of such Swap Default on the date of such default to the respective Swap Counterparty and (ii) promptly provide written notice to the Holders of the Class A-MFL or Class A-JFL Certificates, as applicable, and shall be required to take such actions (following the expiration of any applicable grace period specified in the Swap Agreements), unless otherwise directed in writing by the Supplemental Holders of at least 25% of the Class Principal Balance of the Class A-MFL or Class A-JFL Certificates, as applicable, to enforce the rights of the Trust under the respective Swap Agreement as may be permitted by the terms thereof, including termination thereof, and use any Swap Termination Payments received from the respective Swap Counterparty to enter into a replacement interest rate swap agreement on substantially identical terms or on such other terms reasonably acceptable to the Trustee, with a replacement swap counterparty, subject, in each case, to written confirmation by the Rating Agencies that such action will not result in a qualification, downgrade or withdrawal of the then-current ratings of the Certificates. If the costs attributable to entering into a replacement interest rate swap agreement would exceed the amount of any Swap Termination Payments, a replacement interest rate swap agreement shall not be entered into and any such proceeds will instead be distributed, pro rata, to the holders of the Class A-MFL or Class A-JFL Certificates, as applicable, on the immediately succeeding Distribution Date as part of the respective Class A-MFL or Class A-JFL Interest Trust Distribution Amount for such Distribution Date. If any replacement swap counterparty pays any fee in connection with the execution of any replacement interest rate swap agreement with the Trust, the Trustee shall distribute such fee: first, to the respective Swap Counterparty in respect of the terminated Swap Agreement, up to the amount of any termination payment owing to the terminated Swap Counterparty under, and in connection with the termination of, such Swap Agreement, and such fee (or applicable portion thereof) shall be deemed to have been distributed first to the Depositor as compensation to the Depositor under this Agreement and then from the Depositor to the Swap Counterparty in respect of the terminated Swap Agreement, and then, any remainder, to the Depositor. In the event any Swap Counterparty is the defaulting party under the applicable Swap Agreement, the Trustee, on behalf of the Supplemental Interest Trust, shall use reasonable efforts to obtain a replacement swap counterparty, in consultation with the Depositor, subject to the limitations contained in this Section 3.29(f), provided that no costs or expenses incurred in connection therewith will be payable out of the Trust Fund, but shall be obligations of the Holders of the Class A-MFL or Class A-JFL Certificates, as described applicable. The Trustee may undertake any action to enforce the rights of the Trust under the Swap Agreements solely at the direction of the holders of the Class A-MFL or Class A-JFL Certificates, as applicable. In the event that the Trustee undertakes any such action to enforce the rights of the Trust under any Swap Agreement at the direction of the holders of the Class A-MFL or Class A-JFL Certificates, as applicable, any amounts owing to the Trustee in Section 4.09(crespect of any losses, liabilities or expenses will not be payable from the Trust Fund or the Floating Rate Account, but will be obligations of the holders of the Class A-MFL or Class A-JFL Certificates, as applicable. By their acceptance of the respective Class A-MFL or Class A-JFL Certificate, such Holder will be deemed to agree to satisfy such obligations when requested to do so by the Trustee. Further, the Trustee shall not be obligated to take any enforcement action with respect to the applicable Swap Agreement unless it has received from the holders of the Class A-MFL or Class A-JFL Certificates, as applicable, an indemnity satisfactory to it with respect to the costs, expenses and liabilities associated with enforcing the rights of the Trust under such Swap Agreement. No such costs, expenses and/or liabilities shall be payable out of the Trust Fund. (g) hereofAny respective Class A-MFL or Class A-JFL Distribution Conversion shall become permanent following the determination by the Holders of at least 25% of the Class Principal Balance of the Class A-MFL or Class A-JFL Certificates, as applicable, not to enter into a replacement interest rate swap agreement, and a direction to the Trustee not to enter into a replacement interest rate swap agreement, and distribution of any Swap Termination Payments to the Holders of the Class A-MFL or Class A-JFL Certificates, respectively. Any Swap Default (or termination of any Swap Agreement) and the consequent respective Class A-MFL or Class A-JFL Distribution Conversion shall not, in and of itself, constitute an Event of Default under this Agreement. (h) Upon any change in the payment terms on the Class A-MFL or Class A-JFL Certificates, as applicable, including as a result of a respective Class A-MFL or Class A-JFL Distribution Conversion, termination of a respective Class A-MFL or Class A-JFL Distribution Conversion, a Swap Default or the cure of a Swap Default, the Trustee shall promptly notify the Depository of the change in payment terms. (i) In the event that any Swap Agreement is terminated and no replacement interest rate swap agreement is entered into, the Trustee shall provide notice of such termination to the Class A-MFL or Class A-JFL Certificateholders, as applicable, which notice shall include the following statement: "The Swap Agreement with respect to the [Class A-MFL or Class A-JFL Certificates, as applicable] is terminated as of [date]. Certificateholders and beneficial owners that are Plans are advised that the Prohibited Transaction Exemption will no longer apply to the [Class A-MFL or Class A-JFL Certificates, as applicable], effective 60 days after the receipt of this notice. All capitalized terms used in this notice shall have the meaning assigned to them in the Pooling and Servicing Agreement."