Common use of The Swap Contract Clause in Contracts

The Swap Contract. Countrywide 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 Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined in the Swap Contract) or upon the Swap Contract Administrator obtaining actual knowledge of a Ratings Event (as defined in the Swap Contract), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ISDA Credit Support Annex or (ii) take such other action required under the Swap Contract. If a Delivery Amount is demanded, the Swap Trustee shall set up an account in accordance with Section 4.09 to hold cash or other eligible investments pledged under the ISDA Credit Support Annex. Any cash or other eligible investments pledged under the ISDA Credit Support Annex shall not be part of the Distribution Account or the Swap Account unless they are applied in accordance with the ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, 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 an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of the Swap Contract under the circumstances contemplated by this Section 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereof, and Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contract. In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract Administrator in connection with entering into the replacement swap contract 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract 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 Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 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 Countrywide 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 rights explicitly specified herein as if a party hereto.

The Swap Contract. Countrywide 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 Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds Ratings Threshold (as defined in the Swap ContractISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a the rating of the Swap Counterparty falling below the Required Ratings Event Threshold (as defined in the Swap ContractISDA Master Agreement), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Credit Support AnnexMaster Agreement) from the Swap Counterparty on each Valuation Date (as defined in the ISDA Credit Support AnnexMaster Agreement) and to perform its other obligations in accordance with the ISDA Credit Support Annex Master Agreement or (ii) take such other action required under the Swap ContractISDA Master Agreement. If a Delivery Amount is demanded, the Swap Trustee shall set up an account Contract Administrator, in accordance with Section 4.09 the Swap Contract Administration Agreement, shall establish an account to hold cash or and other eligible investments pledged under the ISDA Credit Support AnnexMaster Agreement. Any cash or other eligible investments Eligible Collateral (as defined in the ISDA Master Agreement) pledged under the ISDA Credit Support Annex Master Agreement shall not be part of the Distribution Account or the Swap Account unless they are applied remitted to such accounts by the Swap Contract Administrator in accordance with the ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator pursuant to the Swap ContractAdministration Agreement. If Eligible Credit Support Collateral (as defined in the ISDA Credit Support AnnexMaster Agreement) with a value equal to the Delivery Amount is not delivereddelivered 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 an Event of Default (as defined in the Swap ContractISDA Master Agreement) or Termination Event (as defined in the Swap ContractISDA Master Agreement) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the Swap ContractISDA 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 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract ISDA Master Agreement and consistent with the terms hereof, hereof and Countrywide 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 Countrywide 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 distributed to the Swap Trustee on future Distribution Dates for deposit into the Swap Account to the extent necessary to make distributions pursuant to Section 4.02(d)(iii) through (viii). Any portion of such upfront amount remaining after the Swap Contract Termination Date shall be distributed to Countrywide 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 on 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 Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any In the event that 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 Contract, such upfront amount shall be retained by the Swap Contract Administrator and remitted to the Swap Trustee on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Covered LIBOR Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 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 Countrywide 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 rights explicitly specified herein as if a party hereto.

The Swap Contract. Countrywide 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 Covered Swap Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined in the Swap Contract) or upon the Swap Contract Administrator obtaining actual knowledge of a Ratings Event (as defined in the Swap Contract), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ISDA Credit Support Annex or (ii) take such other action required under the Swap ContractAnnex. If a Delivery Amount is demanded, the Swap Trustee shall set up an account in accordance with Section 4.09 to hold cash or other eligible investments pledged under the ISDA Credit Support Annex. Any cash or other eligible investments pledged under the ISDA Credit Support Annex shall not be part of the Distribution Account or the Swap Account unless they are applied in accordance with the ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, 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 Swap Contract), the Swap Trustee shall direct the Swap Contract Administrator to demand payment under the Swap Guarantee. Upon the Swap Trustee obtaining actual knowledge of an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of the Swap Contract under the circumstances contemplated by this Section 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereof, and Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contract. In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract Administrator in connection with entering into the replacement swap contract 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract 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 Covered Swap Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 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 Countrywide 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 rights explicitly specified herein as if a party hereto.

The Swap Contract. Countrywide 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 Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds Ratings Threshold (as defined in the Swap ContractISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a the rating of the Swap Counterparty falling below the Required Ratings Event Threshold (as defined in the Swap ContractISDA Master Agreement), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Credit Support AnnexMaster Agreement) from the Swap Counterparty on each Valuation Date (as defined in the ISDA Credit Support AnnexMaster Agreement) and to perform its other obligations in accordance with the ISDA Credit Support Annex Master Agreement or (ii) take such other action required under the Swap ContractISDA Master Agreement. If a Delivery Amount is demanded, the Swap Trustee shall set up an account Contract Administrator, in accordance with Section 4.09 the Swap Contract Administration Agreement, shall establish an account to hold cash or and other eligible investments pledged under the ISDA Credit Support AnnexMaster Agreement. Any cash or other eligible investments Eligible Collateral (as defined in the ISDA Master Agreement) pledged under the ISDA Credit Support Annex Master Agreement shall not be part of the Distribution Account or the Swap Account unless they are applied remitted to such accounts by the Swap Contract Administrator in accordance with the ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator pursuant to the Swap ContractAdministration Agreement. If Eligible Credit Support Collateral (as defined in the ISDA Credit Support AnnexMaster Agreement) with a value equal to the Delivery Amount is not delivereddelivered 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 an Event of Default (as defined in the Swap ContractISDA Master Agreement) or Termination Event (as defined in the Swap ContractISDA Master Agreement) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the Swap ContractISDA 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 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract ISDA Master Agreement and consistent with the terms hereof, hereof and Countrywide 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 Countrywide 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 distributed to the Swap Trustee on future Distribution Dates for deposit into the Swap Account to the extent necessary to make distributions pursuant to Section 4.02(d)(iii) through (viii). Any portion of such upfront amount remaining after the Swap Contract Termination Date shall be distributed to Countrywide 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 on 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 Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any In the event that 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 Contract, such upfront amount shall be retained by the Swap Contract Administrator and remitted to the Swap Trustee on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Covered LIBOR Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 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 Countrywide 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.

The Swap Contract. Countrywide 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 Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined in the Swap Contract) or upon the Swap Contract Administrator obtaining actual knowledge of a Ratings Event (as defined in the Swap Contract), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ISDA Credit Support Annex or (ii) take such other action required under the Swap Contract. If a Delivery Amount is demanded, the Swap Trustee shall set up an account in accordance with Section 4.09 to hold cash or other eligible investments pledged under the ISDA Credit Support Annex. Any cash or other eligible investments pledged under the ISDA Credit Support Annex shall not be part of the Distribution Account or the Swap Account unless they are applied in accordance with the ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, 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 an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of the Swap Contract under the circumstances contemplated by this Section 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereof, and Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contract. In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract Administrator in connection with entering into the replacement swap contract 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract 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 Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 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 Countrywide 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 rights explicitly specified herein as if a party hereto.

The Swap Contract. Countrywide 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 Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds Ratings Threshold (as defined in the Swap ContractISDA Master Agreement) or upon the Swap Contract Administrator obtaining actual knowledge of a the rating of the Swap Counterparty falling below the Required Ratings Event Threshold (as defined in the Swap ContractISDA Master Agreement), the Swap Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Credit Support AnnexMaster Agreement) from the Swap Counterparty on each Valuation Date (as defined in the ISDA Credit Support AnnexMaster Agreement) and to perform its other obligations in accordance with the ISDA Credit Support Annex or Master Agreement and (ii) take such other action required under the Swap ContractISDA Master Agreement. If a Delivery Amount is demanded, the Swap Trustee shall set up an account Contract Administrator, in accordance with Section 4.09 the Swap Contract Administration Agreement, shall establish an account to hold cash or and other eligible investments pledged under the ISDA Credit Support AnnexMaster Agreement. Any cash or other eligible investments Eligible Collateral (as defined in the ISDA Master Agreement) pledged under the ISDA Credit Support Annex Master Agreement shall not be part of the Distribution Account or the Swap Account unless they are applied remitted to such accounts by the Swap Contract Administrator in accordance with the ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator pursuant to the Swap ContractAdministration Agreement. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) Collateral with a value equal to the Delivery Amount is not delivereddelivered 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 an Event of Default (as defined in the Swap ContractISDA Master Agreement) or Termination Event (as defined in the Swap ContractISDA Master Agreement) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the Swap ContractISDA 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 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract ISDA Master Agreement and consistent with the terms hereof, hereof and Countrywide 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 Countrywide 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 distributed to the Swap Trustee on future Distribution Dates for deposit into the Swap Account to the extent necessary to make distributions pursuant to Section 4.02(d)(iii) through (viii). Any portion of such upfront amount remaining after the Swap Contract Termination Date shall be distributed to Countrywide 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 on 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 Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any In the event that 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 Contract, such upfront amount shall be retained by the Swap Contract Administrator and remitted to the Swap Trustee on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Covered LIBOR Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 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 Countrywide 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 rights explicitly specified herein as if a party hereto.

The Swap Contract. Countrywide The Depositor shall cause The Bank of New York the Swap Trustee to enter into the Swap Contract Administration Agreement and shall assign all of its right, title and interest in and to the an 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 AgreementContract. The Swap Trustee's rights to receive certain proceeds of the Swap Contract as provided in the Swap Contract Administration Agreement shall be rights of the Swap Trustee as Swap Trustee hereunderunder this Agreement, 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 Counterparty 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. The Swap Trustee shall be subject to a standard of care identical to that of the Trustee under Article Eight of this Agreement. On the Business Day preceding each Distribution Date, the Swap Trustee shall notify the Swap Contract Administrator Trustee of any amounts distributable to the Covered Swap Certificates pursuant to Section 4.02(d)(iii4.02 (a), (b) through and (viiic) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator Trustee obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined in the Swap Contract) or upon the Swap Contract Administrator obtaining actual knowledge of a Ratings Event (as defined in the Swap Contract), the Swap Trustee shall direct negotiate an ISDA Credit Support Annex with the Swap Contract Administrator to (i) Counterparty that meets the terms of the Swap Contract. If an ISDA Credit Support Annex is negotiated, the Swap Trustee shall demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ). In addition, if an ISDA Credit Support Annex or (ii) take such other action required under the Swap Contract. If a Delivery Amount is demandednegotiated, the Swap Trustee shall set up an account in accordance with Section 4.09 4.08 to hold cash or other eligible investments pledged under the such ISDA Credit Support Annex. Any cash or other eligible investments pledged under the an ISDA Credit Support Annex shall not be part of the Distribution Swap Account or the Swap Distribution Account unless they are applied in accordance with the such ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator Trustee pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, 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 an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the a Swap Contract) for which the Swap Contract Administrator Trustee has the right to designate an Early Termination Date (as defined in the a Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of the a Swap Contract under the circumstances contemplated by this Section 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the its rights of the Swap Contract Administrator as may be permitted by the terms of the such Swap Contract and consistent with the terms hereof, and Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contract. In the event that the swap counterparty 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 Trustee, any portion of such upfront amount is received paid by the Swap Contract Administrator prior to the Distribution Date on which any Swap Termination Payment will be payable to the a 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract shall be retained by the Swap Contract Administrator and that is remitted to the Swap Trustee shall be available, to the extent that Interest Funds and the Principal Remittance Amount were used on subsequent prior Distribution Dates up to and including cover any Swap Termination Payments due to the Swap Contract Termination Date to pay any amounts distributable to Counterparty under the Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made original Swap Contract, for distribution on such each succeeding Distribution Date pursuant to in the manner described in Section 4.02(a) through (c4.02(d). 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 Countrywide Deutsche Bank Securities Inc. 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 rights explicitly specified herein as if a party hereto.

The Swap Contract. Countrywide The Depositor shall cause The Bank of New York the Swap Trustee 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 AgreementContract. The Swap Trustee's rights to receive certain proceeds of the Swap Contract as provided in the Swap Contract Administration Agreement shall be rights of the Swap Trustee as Swap Trustee hereunderunder this Agreement, 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 Counterparty 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 Trustee of any amounts distributable to the Covered Swap Certificates pursuant to Section 4.02(d)(iii4.02(h)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator Trustee obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined in the Swap Contract) or upon the Swap Contract Administrator obtaining actual knowledge of a Ratings Event (as defined in the Swap Contract), the Swap Trustee shall direct negotiate an ISDA Credit Support Annex with the Swap Contract Administrator to (i) Counterparty that meets the terms of the Swap Contract. If an ISDA Credit Support Annex is negotiated, the Swap Trustee shall demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ). In addition, if an ISDA Credit Support Annex or (ii) take such other action required under the Swap Contract. If a Delivery Amount is demandednegotiated, the Swap Trustee shall set up an account in accordance with Section 4.09 4.08 to hold cash or other eligible investments pledged under the such ISDA Credit Support Annex. Any cash or other eligible investments pledged under the an ISDA Credit Support Annex shall not be part of the Distribution Swap Account or the Swap Distribution Account unless they are applied in accordance with the such ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator Trustee pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, 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 an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator Trustee has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of the Swap Contract under the circumstances contemplated by this Section 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the its rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereof, and Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contract. In the event that the swap counterparty 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 Trustee, any portion of such upfront amount is received paid by the Swap Contract Administrator prior to the Distribution Date on which any Swap Termination Payment will be payable to the a 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract shall be retained by the Swap Contract Administrator and that is remitted to the Swap Trustee shall be available, to the extent that Interest Funds and the Principal Remittance Amount were used on subsequent prior Distribution Dates up to and including cover any Swap Termination Payments due to the Swap Contract Termination Date to pay any amounts distributable to Counterparty under the Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made original Swap Contract, for distribution on such each succeeding Distribution Date pursuant to in the manner described in Section 4.02(a) through (c4.02(d). 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 Countrywide Lehman Brothers Inc. and will not be available to make distributions in distributioxx xx 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 rights explicitly specified herein as if a party hereto.

The Swap Contract. Countrywide The Depositor shall cause The Bank of New York the Supplemental Interest Trustee 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 AgreementContract. The Supplemental Interest 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 or of any REMIC. The Swap Supplemental Interest Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator with respect to the Swap Contract Counterparty into the Swap Account. The Master Servicer Supplemental Interest Trustee shall deposit any amounts received on behalf (i) be subject to a standard of care and (ii) be entitled to all of the Swap rights, privileges, immunities and indemnities identical to that of the Trustee from time to time with respect to the Swap Contract into the Swap Accountunder Article Eight of this Agreement. On the Business Day preceding each Distribution Date, the Swap Supplemental Interest Trustee shall notify the Swap Contract Administrator Trustee of any amounts distributable to the Covered Offered Certificates pursuant to Section 4.02(d)(iii) through (viii4.02(d) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator Supplemental Interest Trustee obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined in the Swap Contract) or upon ), the Supplemental Interest Trustee shall act at the written direction of the Depositor to execute an ISDA Credit Support Annex with the Swap Contract Administrator obtaining actual knowledge Counterparty that meets the terms of a Ratings Event (as defined in the Swap Contract). If an ISDA Credit Support Annex is executed, the Swap Supplemental Interest Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ). In addition, if an ISDA Credit Support Annex or (ii) take such other action required under the Swap Contract. If a Delivery Amount is demandednegotiated, the Swap Supplemental Interest Trustee shall set up an account the Credit Support Collateral Account in accordance with Section 4.09 3.06 to hold cash or other eligible investments pledged under the such ISDA Credit Support Annex. Any cash or other eligible investments pledged under the an ISDA Credit Support Annex shall not be part of the Distribution Swap Account or the Swap Distribution Account unless they are applied in accordance with the such ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator Supplemental Interest Trustee pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failure. Upon the Swap Supplemental Interest Trustee obtaining actual knowledge of an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator Supplemental Interest Trustee has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Supplemental Interest 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 Supplemental Interest 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 3.193.19(a), the Swap Supplemental Interest Trustee shall use its reasonable best efforts to enforce the its rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereof, and Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contractthis Agreement. In the event that the swap counterparty 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 Supplemental Interest Trustee, any portion of such upfront amount is received paid 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after that is remitted to the Supplemental Interest Trustee shall be available, to the extent that the Interest Funds and the Principal Remittance Amount were used on prior Distribution Date on which Dates to cover any Swap Termination Payment will be payable Payments due to the that Swap Counterparty in respect of under the original Swap Contract shall be retained by the Swap Contract Administrator and remitted to the Swap Trustee Contract, for distribution on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such each succeeding Distribution Date pursuant to in the manner described in Section 4.02(a) through (c4.02(d). 66 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 Supplemental Interest Trustee with respect to any Distribution Date will be remitted to Countrywide the Class C Certificateholders 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 rights explicitly specified herein as if a party heretoto this Agreement.

The Swap Contract. Countrywide The Depositor shall cause The Bank of New York the Swap Trustee 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 AgreementContract. The Swap Trustee's rights to receive certain proceeds of the Swap Contract as provided in the Swap Contract Administration Agreement shall be rights of the Swap Trustee as Swap Trustee hereunderunder this Agreement, 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 Counterparty 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 Trustee of any amounts distributable to the Covered Swap Certificates pursuant to Section 4.02(d)(iii4.02[(h)(iii) through (viii) )] that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator Trustee obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined in the Swap Contract) or upon the Swap Contract Administrator obtaining actual knowledge of a Ratings Event (as defined in the Swap Contract), the Swap Trustee shall direct negotiate an ISDA Credit Support Annex with the Swap Contract Administrator to (i) Counterparty that meets the terms of the Swap Contract. If an ISDA Credit Support Annex is negotiated, the Swap Trustee shall demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ). In addition, if an ISDA Credit Support Annex or (ii) take such other action required under the Swap Contract. If a Delivery Amount is demandednegotiated, the Swap Trustee shall set up an account in accordance with Section 4.09 4.08 to hold cash or other eligible investments pledged under the such ISDA Credit Support Annex. Any cash or other eligible investments pledged under the an ISDA Credit Support Annex shall not be part of the Distribution Swap Account or the Swap Distribution Account unless they are applied in accordance with the such ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator Trustee pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, 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 an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator Trustee has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of the Swap Contract under the circumstances contemplated by this Section 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the its rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereof, and Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contract. In the event that the swap counterparty 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 Trustee, any portion of such upfront amount is received paid by the Swap Contract Administrator prior to the Distribution Date on which any Swap Termination Payment will be payable to the a 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract shall be retained by the Swap Contract Administrator and that is remitted to the Swap Trustee shall be available, to the extent and in the respective amounts that Interest Funds for each Loan Group and Principal Remittance Amounts for each Loan Group were used on subsequent prior Distribution Dates up to and including cover any Swap Termination Payments due to the Swap Contract Termination Date to pay any amounts distributable to Counterparty under the Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made original Swap Contract, for distribution on such each succeeding Distribution Date pursuant to in the manner described in Section 4.02(a) through (c4.02(d). 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 Countrywide Lehman Brothers Inc. and will not be available xx xxailable 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 rights explicitly specified herein as if a party hereto.

The Swap Contract. Countrywide The Depositor shall cause The Bank of New York the Supplemental Interest Trustee 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 AgreementContract. The Supplemental Interest 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 or of any REMIC. The Swap Supplemental Interest Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator with respect to the Swap Contract Counterparty into the Swap Account. The Master Servicer Supplemental Interest Trustee shall deposit any amounts received on behalf (i) be subject to a standard of care and (ii) be entitled to all of the Swap rights, privileges, immunities and indemnities identical to that of the Trustee from time to time with respect to the Swap Contract into the Swap Accountunder Article Eight of this Agreement. On the Business Day preceding each Distribution Date, the Swap Supplemental Interest Trustee shall notify the Swap Contract Administrator Trustee of any amounts distributable to the Covered Offered Certificates pursuant to Section 4.02(d)(iii) through (viii4.02(d) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator Supplemental Interest Trustee obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined in the Swap Contract) or upon ), the Supplemental Interest Trustee shall act at the written direction of the Depositor to execute an ISDA Credit Support Annex with the Swap Contract Administrator obtaining actual knowledge Counterparty that meets the terms of a Ratings Event (as defined in the Swap Contract). If an ISDA Credit Support Annex is executed, the Swap Supplemental Interest Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ). In addition, if an ISDA Credit Support Annex or (ii) take such other action required under the Swap Contract. If a Delivery Amount is demandednegotiated, the Swap Supplemental Interest Trustee shall set up an account the Credit Support Collateral Account in accordance with Section 4.09 3.06 to hold cash or other eligible investments pledged under the such ISDA Credit Support Annex. Any cash or other eligible investments pledged under the an ISDA Credit Support Annex shall not be part of the Distribution Swap Account or the Swap Distribution Account unless they are applied in accordance with the such ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator Supplemental Interest Trustee pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failure. Upon the Swap Supplemental Interest Trustee obtaining actual knowledge of an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator Supplemental Interest Trustee has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Supplemental Interest 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 Supplemental Interest 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 3.193.19(a), the Swap Supplemental Interest Trustee shall use its reasonable best efforts to enforce the its rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereof, and Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contractthis Agreement. In the event that the swap counterparty 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 Supplemental Interest Trustee, any portion of such upfront amount is received paid 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after that is remitted to the Supplemental Interest Trustee shall be available, to the extent that the Interest Funds and the Principal Remittance Amount were used on prior Distribution Date on which Dates to cover any Swap Termination Payment will be payable Payments due to the that Swap Counterparty in respect of under the original Swap Contract shall be retained by the Swap Contract Administrator and remitted to the Swap Trustee Contract, for distribution on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such each succeeding Distribution Date pursuant to in the manner described in Section 4.02(a) through (c4.02(d). 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 Supplemental Interest Trustee with respect to any Distribution Date will be remitted to Countrywide the Class C Certificateholders 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 rights explicitly specified herein as if a party heretoto this Agreement.

The Swap Contract. Countrywide The Depositor shall cause The Bank of New York the Supplemental Interest Trustee 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 AgreementContract. The Supplemental Interest 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 or of any REMIC. The Swap Supplemental Interest Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator with respect to the Swap Contract Counterparty into the Swap Account. The Master Servicer Supplemental Interest Trustee shall deposit any amounts received on behalf (i) be subject to a standard of care and (ii) be entitled to all of the Swap rights, privileges, immunities and indemnities identical to that of the Trustee from time to time with respect to the Swap Contract into the Swap Accountunder Article Eight of this Agreement. On the Business Day preceding each Distribution Date, the Swap Supplemental Interest Trustee shall notify the Swap Contract Administrator Trustee of any amounts distributable to the Covered Offered Certificates pursuant to Section 4.02(d)(iii) through (viii4.02(d) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator Supplemental Interest Trustee obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined in the Swap Contract) or upon ), the Supplemental Interest Trustee shall act at the written direction of the Depositor to execute an ISDA Credit Support Annex with the Swap Contract Administrator obtaining actual knowledge Counterparty that meets the terms of a Ratings Event (as defined in the Swap Contract). If an ISDA Credit Support Annex is executed, the Swap Supplemental Interest Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ). In addition, if an ISDA Credit Support Annex or (ii) take such other action required under the Swap Contract. If a Delivery Amount is demandednegotiated, the Swap Supplemental Interest Trustee shall set up an account in accordance with Section 4.09 3.06 to hold cash or other eligible investments pledged under the such ISDA Credit Support Annex. Any cash or other eligible investments pledged under the an ISDA Credit Support Annex shall not be part of the Distribution Swap Account or the Swap Distribution Account unless they are applied in accordance with the such ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator Supplemental Interest Trustee pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failure. Upon the Swap Supplemental Interest Trustee obtaining actual knowledge of an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator Supplemental Interest Trustee has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Supplemental Interest 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 Supplemental Interest 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 3.193.19(a), the Swap Supplemental Interest Trustee shall use its reasonable best efforts to enforce the its rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereof, and Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contractthis Agreement. In the event that the swap counterparty 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 Supplemental Interest Trustee, any portion of such upfront amount is received paid 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after that is remitted to the Supplemental Interest Trustee shall be available, to the extent that the Interest Funds and the Principal Remittance Amount were used on prior Distribution Date on which Dates to cover any Swap Termination Payment will be payable Payments due to the that Swap Counterparty in respect of under the original Swap Contract shall be retained by the Swap Contract Administrator and remitted to the Swap Trustee Contract, for distribution on subsequent Distribution Dates up to and including the Swap Contract Termination Date to pay any amounts distributable to the Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such each succeeding Distribution Date pursuant to in the manner described in Section 4.02(a) through (c4.02(d). 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 Supplemental Interest Trustee with respect to any Distribution Date will be remitted to Countrywide the Class C Certificateholders 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 rights explicitly specified herein as if a party heretoto this Agreement.

The Swap Contract. Countrywide 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 Covered Swap Certificates pursuant to Section 4.02(d)(iii4.02(h)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Swap Contract Administrator obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined in the Swap Contract) or upon the Swap Contract Administrator obtaining actual knowledge of a Ratings Event (as defined in the Swap Contract), 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 Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ). In addition, if an ISDA Credit Support Annex or (ii) take such other action required under the Swap Contract. If a Delivery Amount is demandednegotiated, the Swap Trustee shall set up an account in accordance with Section 4.09 to hold cash or other eligible investments pledged under the such ISDA Credit Support Annex. Any cash or other eligible investments pledged under the an ISDA Credit Support Annex shall not be part of the Distribution Swap Account or the Swap Distribution Account unless they are applied in accordance with the such ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, 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 an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator has the right to designate an Early Termination Date (as defined in the Swap Contract), the Swap Trustee shall act at the written direction of the Depositor as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Trustee shall provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of the Swap Contract under the circumstances contemplated by this Section 3.19, the Swap Trustee shall use its reasonable best efforts to enforce the rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereof, and Countrywide shall assist the Swap Contract Administrator in procuring a replacement swap contract with terms approximating those of the original Swap Contract. In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract Administrator in connection with entering into the replacement swap contract 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract 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 Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 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 Countrywide 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 rights explicitly specified herein as if a party hereto.

The Swap Contract. Countrywide The Depositor shall cause The Bank the Supplemental Interest Trustee, on behalf of New York the Supplemental Interest Trust, 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 AgreementContract. The Supplemental Interest 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 Supplemental Interest Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator with respect to the Swap Contract Counterparty into the Swap Account. The Master Servicer Supplemental Interest Trustee shall deposit any amounts received on behalf (i) be subject to a standard of care and (ii) be entitled to all of the Swap Trustee from time rights, privileges, immunities and indemnities, in each case identical 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 that of any amounts distributable to the Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance under Article Eight of the LIBOR Certificates after all distributions on such Distribution Datethis Agreement. Upon the Swap Contract Administrator Supplemental Interest Trustee obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined relevant levels set forth in the Swap Contract) Contract (provided, however, that the Supplemental Interest Trustee shall have no obligation to conduct an independent investigation or upon the Swap Contract Administrator obtaining actual knowledge of a Ratings Event (as defined inquiry in the Swap Contractrelation thereto), the Depositor shall instruct the Supplemental Interest Trustee in writing to enforce its rights thereunder. Such Instructions shall be specific as to mode or method of enforcement. If the Swap Counterparty appropriately elects to post collateral under the Credit Support Annex executed on the Closing Date, the Supplemental Interest Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ISDA Credit Support Annex or (ii) take such other action required under the Swap Contract). If a Delivery Amount is demanded, the Swap The Supplemental Interest Trustee shall set up an account the Collateral Account in accordance with Section 4.09 3.06 to hold such cash or other eligible investments pledged under the such ISDA Credit Support Annex. Any cash or other eligible investments pledged under the an ISDA Credit Support Annex shall not be part of the Distribution Swap Account or the Swap Distribution Account unless they are applied in accordance with the such ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator Supplemental Interest Trustee pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failure. Upon the Swap Supplemental Interest Trustee obtaining actual knowledge of an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator Supplemental Interest Trustee has the right to designate an Early Termination Date (as defined in the Swap Contract) (provided, however, that the Supplemental Interest Trustee shall have no obligation to conduct an independent investigation or inquiry in relation thereto), the Swap Depositor shall instruct the Supplemental Interest Trustee shall act at the written direction of the Depositor in writing as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Supplemental Interest 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 3.193.19(b), the Swap Supplemental Interest Trustee shall use its reasonable best efforts to enforce the its rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereofof this Agreement. Notwithstanding any other provision in this Agreement, and Countrywide shall assist in the event that the Swap Contract Administrator in procuring is terminated and the Supplemental Interest Trust enters into a replacement swap contract and the Supplemental Interest Trust is entitled to receive a payment from a replacement swap counterparty, the Supplemental Interest Trustee shall direct the replacement swap counterparty to make such payment to the Swap Account in accordance with terms approximating those the provisions of this paragraph. The Supplemental Interest Trustee shall pay to the Swap Counterparty the lesser of (x) the amount so received and (y) any Swap Termination Payment owed to the Swap Counterparty (to the extent not already paid by the Supplemental Interest Trust) that is being replaced immediately upon receipt of the original replacement swap counterparty payment, regardless of whether the date of receipt thereof is a Distribution Date; provided that to the extent that the replacement swap counterparty payment is less than the Swap ContractTermination Payment owed to the Swap Counterparty, any remaining amounts will be paid to the Swap Counterparty on the subsequent Distribution Date (unless the replacement swap counterparty payment is paid to the Swap Counterparty on a Distribution Date, in which case such remaining amounts will be paid on such Distribution Date) in accordance with the priority of payments described in Section 4.02 of this Agreement. For the avoidance of doubt, the parties agree that the Swap Counterparty shall have first priority to any replacement swap counterparty payment over the payment by the Supplemental Interest Trust to Certificateholders, any servicer, any custodian, the Trustee, Supplemental Interest Trustee or any other Person. In the event that the swap counterparty in respect of a replacement swap contract Swap Counterparty 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 ContractSupplemental Interest Trustee, a any portion of that upfront amount equal to the lesser of (x) that upfront amount and (y) the amount of the such 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract 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 Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). Any portion of any Net Swap Payment or Swap Termination Payment payable by the Swap Counterparty and not that is remitted by the Swap Contract Administrator to the Swap Supplemental Interest Trustee shall be available to pay any upfront amount due to a replacement swap provider with respect to any Distribution Date will be remitted to Countrywide the related replacement swap contract, and will not be available to make distributions thereafter for distribution in respect of any Class of Certificatesthe manner described in Section 4.02(c). The Swap Counterparty shall be an express third party beneficiary of any obligation under this Agreement that specifically affects its rights to receive any payment due to it and available to be paid to it to the extent received by the Supplemental Interest Trustee under this Agreement or to the return of collateral under this Agreement and any other express rights of the Swap Counterparty explicitly set forth under this Agreement and the Swap Contract, and for purposes of the purpose standard of enforcing the provisions hereof care under this Agreement, solely to the extent of the Supplemental Interest Trustee’s negligence or willful misconduct as it relates to the above described obligations owed to the Swap Counterparty by the Supplemental Interest Trustee under this Agreement. Notwithstanding anything herein to the contrary, any responsibility of the Supplemental Interest Trustee hereunder or under the Swap Contract to make any payment to the Swap Counterparty's rights explicitly specified herein , or receive any payment from the Swap Counterparty, as if a party heretoapplicable, shall be subject to the receipt of timely, accurate and available information from the Servicer and the Swap Counterparty pursuant to the terms of this Agreement and Swap Contract, as applicable.

The Swap Contract. Countrywide The Depositor shall cause The Bank the Supplemental Interest Trustee, on behalf of New York the Supplemental Interest Trust, 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 AgreementContract. The Supplemental Interest 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 or of any REMIC. The Swap Supplemental Interest Trustee shall deposit any amounts received from time to time from the Swap Contract Administrator with respect to the Swap Contract Counterparty into the Swap Account. The Master Servicer Supplemental Interest Trustee shall deposit any amounts received on behalf (i) be subject to a standard of care and (ii) be entitled to all of the Swap Trustee from time rights, privileges, immunities and indemnities, in each case identical 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 that of any amounts distributable to the Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). 77 No later than two Business Days following each Distribution Date, the Trustee shall provide the Swap Contract Administrator with information regarding the aggregate Class Certificate Balance under Article Eight of the LIBOR Certificates after all distributions on such Distribution Datethis Agreement. Upon the Swap Contract Administrator Supplemental Interest Trustee obtaining actual knowledge of the rating of the Swap Counterparty falling below the Approved Rating Thresholds (as defined relevant levels set forth in the Swap Contract) Contract (provided, however, that the Supplemental Interest Trustee shall have no obligation to conduct an independent investigation or upon the Swap Contract Administrator obtaining actual knowledge of a Ratings Event (as defined inquiry in the Swap Contractrelation thereto), the Depositor shall instruct the Supplemental Interest Trustee in writing to enforce its rights thereunder. Such Instructions shall be specific as to mode or method of enforcement. If the Swap Counterparty appropriately elects to post collateral under the Credit Support Annex executed on the Closing Date, the Supplemental Interest Trustee shall direct the Swap Contract Administrator to (i) demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex) on each Valuation Date (as defined in the ISDA Credit Support Annex) and to perform its other obligations in accordance with the ISDA Credit Support Annex or (ii) take such other action required under the Swap Contract). If a Delivery Amount is demanded, the Swap The Supplemental Interest Trustee shall set up an account the Collateral Account in accordance with Section 4.09 3.06 to hold such cash or other eligible investments pledged under the such ISDA Credit Support Annex. Any cash or other eligible investments pledged under the an ISDA Credit Support Annex shall not be part of the Distribution Swap Account or the Swap Distribution Account unless they are applied in accordance with the such ISDA Credit Support Annex to make a payment due to the Swap Contract Administrator Supplemental Interest Trustee pursuant to the Swap Contract. If Eligible Credit Support (as defined in the ISDA Credit Support Annex) with a value equal to the Delivery Amount is not delivered, the Swap Trustee shall direct the Swap Contract Administrator to notify the Swap Counterparty of such failure. Upon the Swap Supplemental Interest Trustee obtaining actual knowledge of an Event of Default (as defined in the Swap Contract) or Termination Event (as defined in the Swap Contract) for which the Swap Contract Administrator Supplemental Interest Trustee has the right to designate an Early Termination Date (as defined in the Swap Contract) (provided, however, that the Supplemental Interest Trustee shall have no obligation to conduct an independent investigation or inquiry in relation thereto), the Swap Depositor shall instruct the Supplemental Interest Trustee shall act at the written direction of the Depositor in writing as to whether to direct the Swap Contract Administrator to designate an Early Termination Date; provided, however, that the Swap Supplemental Interest 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 3.193.19(b), the Swap Supplemental Interest Trustee shall use its reasonable best efforts to enforce the its rights of the Swap Contract Administrator as may be permitted by the terms of the Swap Contract and consistent with the terms hereofof this Agreement. Notwithstanding any other provision in this Agreement, and Countrywide shall assist in the event that the Swap Contract Administrator in procuring is terminated and the Supplemental Interest Trust enters into a replacement swap contract and the Supplemental Interest Trust is entitled to receive a payment from a replacement swap counterparty, the Supplemental Interest Trustee shall direct the replacement swap counterparty to make such payment to the Swap Account in accordance with terms approximating those the provisions of this paragraph. The Supplemental Interest Trustee shall pay to the Swap Counterparty the lesser of (x) the amount so received and (y) any Swap Termination Payment owed to the Swap Counterparty (to the extent not already paid by the Supplemental Interest Trust) that is being replaced immediately upon receipt of the original replacement swap counterparty payment, regardless of whether the date of receipt thereof is a Distribution Date; provided that to the extent that the replacement swap counterparty payment is less than the Swap ContractTermination Payment owed to the Swap Counterparty, any remaining amounts will be paid to the Swap Counterparty on the subsequent Distribution Date (unless the replacement swap counterparty payment is paid to the Swap Counterparty on a Distribution Date, in which case such remaining amounts will be paid on such Distribution Date) in accordance with the priority of payments described in Section 4.02 of this Agreement. For the avoidance of doubt, the parties agree that the Swap Counterparty shall have first priority to any replacement swap counterparty payment over the payment by the Supplemental Interest Trust to Certificateholders, any servicer, any custodian, the Trustee, Supplemental Interest Trustee or any other Person. In the event that the swap counterparty in respect of a replacement swap contract Swap Counterparty 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 ContractSupplemental Interest Trustee, a any portion of that upfront amount equal to the lesser of (x) that upfront amount and (y) the amount of the such 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 pro rata based on their respective Interest Funds for that Distribution Date and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to Countrywide and will not be available to make distributions in respect of any Class of Certificates. Any upfront amount paid to the Swap Contract Administrator by the swap counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original Swap Contract 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 Covered Certificates pursuant to Section 4.02(d)(iii) through (viii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (c). Any portion of any Net Swap Payment or Swap Termination Payment payable by the Swap Counterparty and not that is remitted by the Swap Contract Administrator to the Swap Supplemental Interest Trustee shall be available to pay any upfront amount due to a replacement swap provider with respect to any Distribution Date will be remitted to Countrywide the related replacement swap contract, and will not be available to make distributions thereafter for distribution in respect of any Class of Certificatesthe manner described in Section 4.02(c). The Swap Counterparty shall be an express third party beneficiary of any obligation under this Agreement that specifically affects its rights to receive any payment due to it and available to be paid to it to the extent received by the Supplemental Interest Trustee under this Agreement or to the return of collateral under this Agreement and any other express rights of the Swap Counterparty explicitly set forth under this Agreement and the Swap Contract, and for purposes of the purpose standard of enforcing the provisions hereof care under this Agreement, solely to the extent of the Supplemental Interest Trustee's negligence or willful misconduct as it relates to the above described obligations owed to the Swap Counterparty by the Supplemental Interest Trustee under this Agreement. Notwithstanding anything herein to the contrary, any responsibility of the Supplemental Interest Trustee hereunder or under the Swap Contract to make any payment to the Swap Counterparty's rights explicitly specified herein , or receive any payment from the Swap Counterparty, as if a party heretoapplicable, shall be subject to the receipt of timely, accurate and available information from the Servicer and the Swap Counterparty pursuant to the terms of this Agreement and Swap Contract, as applicable.