Common use of Additional Contingent Counterparty Clause in Contracts

Additional Contingent Counterparty. If GMAC has acceded to the rights and obligations of the Primary Swap Counterparty under the Primary Swap Agreement in accordance with the provisions of this Article II, GMAC shall have the option to find a Person with the Requisite Rating that will either (i) enter into an assignment agreement that is substantially similar to this Agreement pursuant to which such Person will become the Additional Contingent Counterparty or (ii) enter into swap transaction(s) substantially similar to the Primary Swap Transaction(s) (the "Replacement Primary Swaps") and a contingent assignment agreement under which such Person would accede to the rights and obligations of GMAC under the Fallback Swap Agreement, in which case GMAC will become the Additional Contingent Counterparty. The Primary Swap Counterparty shall reimburse GMAC for any reasonable costs associated with finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty, as the case may be. Any delay or inability in finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty will not result in the occurrence of a Termination Event, an Event of Default or otherwise lead to the designation of an Early Termination Date under the Fallback Swap Agreement.

Additional Contingent Counterparty. If GMAC has acceded to the rights and obligations of the Primary Swap Counterparty under the Primary Swap Agreement in accordance with the provisions of this Article II, GMAC shall have the option to find a Person with the Requisite Rating that will either (i) enter into an assignment agreement that is substantially similar to this Agreement pursuant to which such Person will become the Additional Contingent Counterparty or (ii) enter into a swap transaction(s) transaction substantially similar to the Primary Swap Transaction(s) (the "Replacement Primary Swaps") Transaction and a contingent assignment agreement that is substantially similar to this Agreement under which such Person would accede to the rights and obligations of GMAC under the Fallback Primary Swap Agreement, in which case Agreement and GMAC will become the Additional Contingent Counterparty. The Primary Swap Counterparty shall reimburse GMAC for any reasonable costs associated with finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty, as the case may be. Any delay or inability in finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty will not result in the occurrence of a Termination Event, an Event of Default or otherwise lead to the designation of an Early Termination Date under the Fallback Operative Swap Agreement.

Additional Contingent Counterparty. If GMAC has acceded to the rights and obligations of the Primary Swap Counterparty under the Primary Swap Agreement in accordance with the provisions of this Article II, GMAC shall have the option to find a Person with the Requisite Rating that will either (i) enter into an assignment agreement that is substantially similar to this Agreement pursuant to which such Person will become the Additional Contingent Counterparty or (ii) enter into swap transaction(s) substantially similar to the Primary Swap Transaction(s) (the "“Replacement Primary Swaps"”) and a contingent assignment agreement under which such Person would accede to the rights and obligations of GMAC under the Fallback Swap Agreement, in which case GMAC will become the Additional Contingent Counterparty. The Primary Swap Counterparty shall reimburse GMAC for any reasonable costs associated with finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty, as the case may be. Any delay or inability in finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty will not result in the occurrence of a Termination Event, an Event of Default or otherwise lead to the designation of an Early Termination Date under the Fallback Swap Agreement.

Additional Contingent Counterparty. If GMAC has acceded to the rights and obligations of the Primary Swap Counterparty under the Primary Swap Agreement in accordance with the provisions of this Article II, GMAC shall have the option to find a Person with the Requisite Rating that will either (i) enter into an assignment agreement that is substantially similar to this Agreement pursuant to which such Person will become the Additional Contingent Counterparty or (ii) enter into swap transaction(s) substantially similar to the Primary Swap Transaction(s) (so long as such terms are, in all material respects no less beneficial for the "Trust than the terms of the Primary Swap Transactions) (the “Replacement Primary Swaps"”) and a contingent assignment agreement under which such Person would accede to the rights and obligations of GMAC under the Fallback Swap Agreement, in which case GMAC will become the Additional Contingent Counterparty. Notice of either such arrangement shall be provided to S&P and Moody’s, so long as S&P and Moody’s are rating the Notes. The Primary Swap Counterparty shall reimburse GMAC for any reasonable costs associated with finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty, as the case may be. Any delay or inability in finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty will not result in the occurrence of a Termination Event, an Event of Default or otherwise lead to the designation of an Early Termination Date under the Fallback Swap Agreement.

Additional Contingent Counterparty. If GMAC has acceded to the rights and obligations of the Primary Swap Counterparty under the Primary Swap Agreement in accordance with the provisions of this Article II, GMAC shall have the option to find a Person with the Requisite Rating that will either (i) enter into an assignment agreement that is substantially similar to this Agreement pursuant to which such Person will become the Additional Contingent Counterparty or (ii) enter into a swap transaction(s) transaction substantially similar to the Primary Swap Transaction(s) (the "Replacement Primary Swaps") Transaction and a contingent assignment agreement that is substantially similar to this Agreement under which such Person would accede to the rights and obligations of GMAC under the Fallback Primary Swap Agreement, in which case Agreement and GMAC will become the Additional Contingent Counterparty. The Primary Swap Counterparty shall reimburse GMAC for any all reasonable costs associated out-of-pocket expenses and fees incurred by GMAC in association with finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty. For the avoidance of doubt, as such out-of-pocket expenses and fees will not include payments on early termination resulting from the case may beearly termination of the Primary Swap Agreement. Any delay or inability in finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty will not result in the occurrence of a Termination Event, an Event of Default or otherwise lead to the designation of an Early Termination Date under the Fallback Operative Swap Agreement.

Additional Contingent Counterparty. If GMAC has acceded to the rights and obligations of the Primary Swap Counterparty under the Primary Swap Agreement in accordance with the provisions of this Article II, GMAC shall have the option to find a Person with the Requisite Rating that will either (i) enter into an assignment agreement that is substantially similar to this Agreement pursuant to which such Person will become the Additional Contingent Counterparty or (ii) enter into swap transaction(s) on substantially similar identical terms to the Primary Swap Transaction(s) (provided, however, that the "name and address of such Person and the effective date may differ) (the “Replacement Primary Swaps"”) and a contingent assignment agreement under which such Person would accede to the rights and obligations of GMAC under the Fallback Swap Agreement, in which case GMAC will become the Additional Contingent Counterparty. The Primary Swap Counterparty shall reimburse GMAC for any reasonable costs associated with finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty, as the case may be. Any delay or inability in finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty will not result in the occurrence of a Termination Event, an Event of Default or otherwise lead to the designation of an Early Termination Date under the Fallback Swap Agreement.

Additional Contingent Counterparty. If GMAC has acceded to the rights and obligations of the Primary Swap Counterparty under the Primary Swap Agreement in accordance with the provisions of this Article II, GMAC shall have the option to find a Person with the Requisite Rating that will either (i) enter into an assignment agreement that is substantially similar to this Agreement pursuant to which such Person will become the Additional Contingent Counterparty or (ii) enter into swap transaction(s) on substantially similar identical terms to the Primary Swap Transaction(s) (provided, however, that the name and address of such Person and the effective date may differ) (the "Replacement Primary Swaps") and a contingent assignment agreement under which such Person would accede to the rights and obligations of GMAC under the Fallback Swap Agreement, in which case GMAC will become the Additional Contingent Counterparty. The Primary Swap Counterparty shall reimburse GMAC for any reasonable costs associated with finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty, as the case may be. Any delay or inability in finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty will not result in the occurrence of a Termination Event, an Event of Default or otherwise lead to the designation of an Early Termination Date under the Fallback Swap Agreement.

Additional Contingent Counterparty. If GMAC has acceded to the rights and obligations of the Primary Swap Counterparty under the Primary Swap Agreement in accordance with the provisions of this Article II, GMAC shall have the option to find a Person with the Requisite Rating that will either (i) enter into an assignment agreement that is substantially similar to this Agreement pursuant to which such Person will become the Additional Contingent Counterparty or (ii) enter into a swap transaction(s) transaction substantially similar to the Primary Swap Transaction(s) (the "Replacement Primary Swaps") Transaction and a contingent assignment agreement that is substantially similar to this Agreement under which such Person would accede to the rights and obligations of GMAC under the Fallback Primary Swap Agreement, in which case Agreement and GMAC will become the Additional Contingent Counterparty. The Primary Swap Counterparty shall reimburse GMAC for any reasonable out-of-pocket costs associated with finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty, as the case may be. Any delay or inability in finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty will not result in the occurrence of a Termination Event, an Event of Default or otherwise lead to the designation of an Early Termination Date under the Fallback Operative Swap Agreement.

Additional Contingent Counterparty. If GMAC has acceded to the rights and obligations of the Primary Swap Counterparty under the Primary Swap Agreement in accordance with the provisions of this Article II, GMAC shall have the option to find a Person with the Requisite Rating that will either (i) enter into an assignment agreement that is substantially similar to this Agreement pursuant to which such Person will become the Additional Contingent Counterparty or (ii) enter into swap transaction(s) substantially similar to the Primary Swap Transaction(s) (so long as such terms are, in all material respects, no less beneficial for the "Trust than the terms of the Primary Swap Transaction(s)) (the “Replacement Primary Swaps"”) and a contingent assignment agreement under which such Person would accede to the rights and obligations of GMAC under the Fallback Swap Agreement, in which case GMAC will become the Additional Contingent Counterparty. Notice of either such arrangement shall be provided to S&P and Moody’s, so long as S&P and Moody’s are rating the Notes. The Primary Swap Counterparty shall reimburse GMAC for any reasonable costs associated with finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty, as the case may be. Any delay or inability in finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty will not result in the occurrence of a Termination Event, an Event of Default or otherwise lead to the designation of an Early Termination Date under the Fallback Swap Agreement.