Common use of Class A-MFL Swap Contract Clause in Contracts

Class A-MFL Swap Contract. (a) On the Closing Date, the Paying Agent, not in its individual capacity but solely in its capacity as Paying Agent on behalf of the Trust, is hereby directed by the Trust to execute and deliver the Class A-MFL Swap Contract in the name of the Trust. Each of the representations, undertakings and agreements in the Class A-MFL Swap Contract shall be made on the part of the Trust and in no event shall be personal representations, undertakings or agreements by the Paying Agent. Subject to Section 6.12, the Paying Agent shall enforce the rights of the Trust specified in the Class A-MFL Swap Contract, including the Credit Support Annex (as defined in the Class A-MFL Swap Contract) and the Schedule to the related ISDA Master Agreement. (b) No later than by noon (New York City time) on the second Business Day prior to each Distribution Date, based on the reports provided by the Master Servicer or on information that the Paying Agent obtains from the Swap Counterparty pursuant to the Class A-MFL Swap Contract, and subject to the priorities set forth in Article VI hereof, the Paying Agent shall provide to the Swap Counterparty sufficient information to enable the Swap Counterparty to calculate the Class A-MFL Net Swap Payment, if any, due to the Swap Counterparty under the Class A-MFL Swap Contract, based upon the projected payment that will be payable on the Class A-MFL Regular Interest pursuant to the priorities set forth in Article VI hereof and the Pass-Through Rate of the Class A-MFL Regular Interest and the Class A-MFL Certificates and the amount of any Prepayment Premiums payable on the Class A-MFL Regular Interest. By the close of business on the second Business Day prior to each Distribution Date, the Paying Agent shall provide written notice (which notice may be delivered electronically) to the General Master Servicer of the Class A-MFL Net Swap Payment, if any, required to be distributed to the Swap Counterparty pursuant to the terms of the Class A-MFL Swap Contract and will provide such notice even if no amounts are due to the Swap Counterparty. The General Master Servicer shall be deemed to have distributed the Class A-MFL Net Swap Payment specified by the Paying Agent in accordance with Section 5.3(c) and this Section 8.31(b) as part of the Available Distribution Amount and the Paying Agent shall be deemed to have transferred such Class A-MFL Net Swap Payment to the Master Servicer's Class A-MFL Floating Rate Account. Accordingly, the General Master Servicer shall withhold an amount equal to the Class A-MFL Net Swap Payment from payments made to the Paying Agent pursuant to Section 5.2(a)(xi) and shall pay such amount to the Swap Counterparty in accordance with this Agreement and the Class A-MFL Swap Contract. (c) [Reserved]. (d) Promptly upon receipt of any payment or other receipt in respect of the Class A-MFL Regular Interest or the Class A-MFL Swap Contract, the Paying Agent shall deposit the same into the Class A-MFL Floating Rate Account. (e) [Reserved]. (f) If the Swap Counterparty is required to post collateral pursuant to the Class A-MFL Swap Contract, the Paying Agent shall establish an account, which shall be an Eligible Account (the "Class A-MFL Swap Counterparty Collateral Account"). The Paying Agent shall deposit all collateral received from the Swap Counterparty under any Credit Support Annex (as defined in the Class A-MFL Swap Contract) of the Class A-MFL Swap Contract into the Class A-MFL Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Class A-MFL Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Class A-MFL Swap Contract if the Class A-MFL Swap Contract becomes subject to early termination or upon default by the Swap Counterparty or (ii) to return collateral to the Swap Counterparty when and as required by the Class A-MFL Swap Contract. The Paying Agent agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Class A-MFL Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Class A-MFL Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Class A-MFL Swap Counterparty Collateral Account shall be applied as contemplated in the Class A-MFL Swap Contract. Subject to the terms of the Class A-MFL Swap Contract, proceeds of liquidation of any Class A-MFL Swap Contract collateral (if the Class A-MFL Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-MFL Floating Rate Account for application as applicable. (g) The Paying Agent will have no obligation on behalf of the Trust to pay to the Swap Counterparty any portion of the Fixed Interest Distribution unless and until the interest payment on the Class A-MFL Regular Interest is actually received by the Paying Agent; provided, however, that the Paying Agent shall receive funds from the Swap Counterparty representing the net amount payable to the Paying Agent pursuant to the Class A-MFL Swap Contract and shall remit such amount to the holders of the Class A-MFL Certificates as part of the Class A-MFL Interest Distribution Amount pursuant to Section 6.

Class A-MFL Swap Contract. (a) On the Closing Date, the Paying Agent, not in its individual capacity but solely in its capacity as Paying Agent on behalf of the Trust, is hereby directed by the Trust to execute and deliver the Class A-MFL Swap Contract in the name of the Trust. Each of the representations, undertakings unterakings and agreements in the Class A-MFL Swap Contract shall be made on the part of the Trust and in no event shall be personal representations, undertakings or agreements by the Paying Agent. Subject to Section 6.12, the Paying Agent shall enforce the rights of the Trust specified in the Class A-MFL Swap Contract, including the Credit Support Annex (as defined in the Class A-MFL Swap Contract) and the Schedule to the related ISDA Master Agreement. (b) No later than by noon (New York City time) on the second Business Day prior to each Distribution Date, based on the reports provided by the Master Servicer or on ccxxxv information that the Paying Agent obtains from the Swap Counterparty pursuant to the Class A-MFL Swap Contract, and subject to the priorities set forth in Article VI hereof, the Paying Agent shall provide to the Swap Counterparty sufficient information to enable the Swap Counterparty to calculate the Class A-MFL Net Swap Payment, if any, due to the Swap Counterparty under the Class A-MFL Swap Contract, based upon the projected payment that will be payable on the Class A-MFL Regular Interest pursuant to the priorities set forth in Article VI hereof and the Pass-Through Rate of the Class A-MFL Regular Interest and the Class A-MFL Certificates and the amount of any Prepayment Premiums payable on the Class A-MFL Regular Interest. By the close of business on the second Business Day prior to each Distribution Date, the Paying Agent shall provide written notice (which notice may be delivered electronically) to the General Master Servicer of the Class A-MFL Net Swap Payment, if any, required to be distributed to the Swap Counterparty pursuant to the terms of the Class A-MFL Swap Contract and will provide such notice even if no amounts are due to the Swap Counterparty. The General Master Servicer shall be deemed to have distributed the Class A-MFL Net Swap Payment specified by the Paying Agent in accordance with Section 5.3(c) and this Section 8.31(b8.32(b) as part of the Available Distribution Amount and the Paying Agent shall be deemed to have transferred such Class A-MFL Net Swap Payment to the Master Servicer's Class A-MFL Floating Rate Account. Accordingly, the General Master Servicer shall withhold an amount equal to the Class A-MFL Net Swap Payment from payments made to the Paying Agent pursuant to Section 5.2(a)(xi) and shall pay such amount to the Swap Counterparty in accordance with this Agreement and the Class A-MFL Swap Contract. (c) [Reserved]. (d) Promptly upon receipt of any payment or other receipt in respect of the Class A-MFL Regular Interest or the Class A-MFL Swap Contract, the Paying Agent shall deposit the same into the Class A-MFL Floating Rate Account. (e) [Reserved]. (f) If the Swap Counterparty is required to post collateral pursuant to the Class A-MFL Swap Contract, the Paying Agent shall establish an account, which shall be an Eligible Account (the "Class A-MFL Swap Counterparty Collateral Account"). The Paying Agent shall deposit all collateral received from the Swap Counterparty under any Credit Support Annex (as defined in the Class A-MFL Swap Contract) of the Class A-MFL Swap Contract into the Class A-MFL Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Class A-MFL Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under the Class A-MFL Swap Contract if the Class A-MFL Swap Contract becomes subject to early termination or upon default by the Swap Counterparty or (ii) to return collateral to the Swap Counterparty when and as required by the Class A-MFL Swap Contract. The Paying Agent agrees to give the Swap Counterparty prompt notice if it obtains knowledge that the Class A-MFL Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit of the Class A-MFL Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to the Class A-MFL Swap Counterparty Collateral Account shall be applied as contemplated in the Class A-MFL Swap Contract. Subject to the terms of the Class A-MFL Swap Contract, proceeds of liquidation of any Class A-MFL Swap Contract collateral (if the Class A-MFL Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) shall be deposited in the Class A-MFL Floating Rate Account for application as applicable. (g) The Paying Agent will have no obligation on behalf of the Trust to pay to the Swap Counterparty any portion of the Fixed Interest Distribution unless and until the interest payment on the Class A-MFL Regular Interest is actually received by the Paying Agent; provided, however, that the Paying Agent shall receive funds from the Swap Counterparty representing the net amount payable to the Paying Agent pursuant to the Class A-MFL Swap Contract and shall remit such amount to the holders of the Class A-MFL Certificates as part of the Class A-MFL Interest Distribution Amount pursuant to Section 6.

Class A-MFL Swap Contract. (a) On or before the Closing Date, the Paying AgentSwap Trustee, not in its individual capacity but solely in its capacity as Paying Agent Swap Trustee, on behalf of the Class A-MFL Grantor Trust, is hereby directed by the Trust to execute and deliver shall enter into the Class A-MFL Swap Contract in the name of the Trust. Each of the representations, undertakings and related agreements in with the Class A-MFL Swap Contract shall be made on the part of the Trust and in no event shall be personal representations, undertakings or agreements by the Paying Agent. Subject to Section 6.12, the Paying Agent shall enforce the rights of the Trust specified in the Class A-MFL Swap Contract, including the Credit Support Annex (as defined in the Class A-MFL Swap Contract) and the Schedule to the related ISDA Master AgreementCounterparty. (b) No Not later than by noon (11:00 a.m. New York City time) , on the second Business Day prior to each Distribution Date, based on the reports CMSA Loan Periodic Update File for the related Collection Period provided by the Master Servicer or on information that the Paying Agent obtains from the Swap Counterparty pursuant to the Class A-MFL Swap Contract, Section 3.12(d) and subject to the priorities set forth in Article VI hereofSections 4.01(a), 4.01(b) and 4.01(n), the Paying Agent Swap Trustee shall provide to the Swap Counterparty sufficient information to enable the Swap Counterparty to (i) calculate the Class A-MFL Net Swap Payment, if any, due to the Swap Counterparty under the Class A-MFL Swap Contract, based upon the projected payment that will be payable on the Class A-MFL Regular Interest pursuant to the priorities set forth Payment in Article VI hereof and the Pass-Through Rate of the Class A-MFL Regular Interest and the Class A-MFL Certificates and the amount of any Prepayment Premiums payable on the Class A-MFL Regular Interest. By the close of business on the second Business Day prior to each Distribution Date, the Paying Agent shall provide written notice (which notice may be delivered electronically) to the General Master Servicer of the Class A-MFL Net Swap Payment, if any, required to be distributed to the Swap Counterparty pursuant to accordance with the terms of the Class A-MFL Swap Contract and will this Agreement, and (ii) notify the Class A-MFL Swap Counterparty of any Class A-MFL Net Swap Payment. In the event the Swap Trustee fails to receive any Class A-MFL Net Swap Payment payable by the Class A-MFL Swap Counterparty on the second Business Day prior to the related Distribution Date, the Swap Trustee shall provide the Class A-MFL Swap Counterparty with notice of such non-payment no later than 5:00 p.m. New York City time on such date. On the related Distribution Date following such notice even of non-payment, if no amounts are due to the Swap Counterparty. The General Master Servicer Trustee fails to receive such Class A-MFL Net Swap Payment by 11:00 a.m. New York City time on such Distribution Date, a Class A-MFL Swap Default and a Class A-MFL Distribution Conversion shall be deemed to have distributed occur on such Distribution Date. (c) On each Distribution Date, the Swap Trustee shall remit the Class A-MFL Net Swap Payment specified payable by the Paying Agent in accordance with Section 5.3(c) and this Section 8.31(b) as part of the Available Distribution Amount and the Paying Agent shall be deemed to have transferred such Class A-MFL Net Swap Payment Grantor Trust, if any, to the Master Servicer's Class A-MFL Swap Counterparty from the Class A-MFL Floating Rate Account. Accordingly; provided that upon and during the continuation of a Class A-MFL Distribution Conversion, the General Master Servicer Swap Trustee shall withhold an amount equal not make such payments to the Class A-MFL Net Swap Payment from payments made to the Paying Agent pursuant to Section 5.2(a)(xi) and shall pay such amount to the Swap Counterparty in accordance with this Agreement and the Class A-MFL Swap Contract. (c) [Reserved]. (d) Counterparty. Promptly upon receipt of any payment or other receipt in respect of the Class A-MFL Regular Interest or the Class A-MFL Swap Contract, the Paying Agent Swap Trustee shall deposit the same into the Class A-MFL Floating Rate Account. (ed) [Reserved]. (f) If The Swap Trustee shall at all times enforce the Swap Counterparty is required to post collateral pursuant to Class A-MFL Grantor Trust's rights under the Class A-MFL Swap Contract, . In the Paying Agent shall establish an account, which shall be an Eligible Account (the "event of a Class A-MFL Swap Counterparty Collateral Account"). The Paying Agent shall deposit all collateral received from Default, the Swap Counterparty under Trustee shall promptly provide written notice to the Holders of the Class A-MFL Certificates and shall be required to take such actions (following the expiration of any Credit Support Annex (as defined applicable grace period specified in the Class A-MFL Swap Contract) ), unless otherwise directed in writing by the holders of 25% by Certificate Balance of the Class A-MFL Swap Contract into Certificates, to enforce the rights of the Class A-MFL Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Class A-MFL Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty Grantor Trust under the Class A-MFL Swap Contract if as may be permitted by the terms thereof, including termination thereof, and use Class A-MFL Swap Contract becomes subject to early termination or upon default by the Swap Counterparty or (ii) to return collateral to the Swap Counterparty when and as required by the Class A-MFL Swap Contract. The Paying Agent agrees to give the Swap Counterparty prompt notice Termination Fees, if it obtains knowledge that any, received from the Class A-MFL Swap Counterparty Collateral Account to enter into a replacement interest rate swap contract on substantially identical terms or any funds on deposit therein or otherwise such other terms reasonably acceptable to the credit of Swap Trustee and the Class A-MFL Swap Counterparty Collateral AccountDepositor, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to with a replacement swap counterparty that would not cause a Rating Agency Trigger Event and satisfies the Class A-MFL Swap Counterparty Collateral Account shall be applied as contemplated in the Class A-MFL Swap Contract. Subject to the terms requirements of the Class A-MFL Swap Contract, proceeds subject, in each case, to written confirmation by the Rating Agencies that such action will not result in a qualification, downgrade or withdrawal of liquidation the then current ratings of the Certificates. If the costs attributable to entering into a replacement interest rate swap contract would exceed the amount of any Class A-MFL Swap Contract collateral (if the Class A-MFL Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) Termination Fees, a replacement interest rate swap contract shall not be deposited in the Class A-MFL Floating Rate Account for application as applicable. (g) The Paying Agent entered into and any such proceeds will have no obligation on behalf of the Trust to pay to the Swap Counterparty any portion of the Fixed Interest Distribution unless and until the interest payment on the Class A-MFL Regular Interest is actually received by the Paying Agent; providedinstead be distributed, howeverpro rata, that the Paying Agent shall receive funds from the Swap Counterparty representing the net amount payable to the Paying Agent pursuant to the Class A-MFL Swap Contract and shall remit such amount to the holders of the Class A-MFL Certificates on the immediately succeeding Distribution Date as part of the Class A-MFL Interest Distribution Amount pursuant for such Distribution Date. Notwithstanding anything to the contrary in the Agreement, the Swap Trustee shall be under no obligation to take any action to enforce the rights of the Class A-MFL Grantor Trust under the Class A-MFL Swap Contract unless it is assured, in its sole discretion, that the costs and expenses of such action(s) will be reimbursed by the Holders of the Class A-MFL Certificates or another party (other than the Class A-MFL Grantor Trust and/or the Trust). Any Class A-MFL Distribution Conversion shall become permanent following the determination by the Swap Trustee not to enter into a replacement interest rate swap contract and distribution of any Class A-MFL Swap Termination Fees to the Holders of the Class A-MFL Certificates. Any such Swap Default (or termination of the Class A-MFL Swap Contract) and the resulting Class A-MFL Distribution Conversion shall not, in and of itself, constitute an Event of Default under this Agreement. Upon any change (or notification to the Swap Trustee that such change is imminent) in the payment terms on the Class A-MFL Certificates, including as a result of a Class A-MFL Distribution Conversion, termination of a Class A-MFL Distribution Conversion, a Swap Default or the cure of a Swap Default, the Swap Trustee shall promptly notify the Depositor of the change in payment terms. (e) The Swap Trustee's obligation to pay to the Class A-MFL Swap Counterparty any funds under the Class A-MFL Swap Contract shall be limited to the provisions of Section 63.05(h) and in accordance with the priorities set forth in Section 4.01(n); the Swap Trustee will have no obligation on behalf of the Class A-MFL Grantor Trust or the Trust Fund to pay or cause to be paid to the Class A-MFL Swap Counterparty any portion of the amounts due to the Class A-MFL Swap Counterparty under the Class A-MFL Swap Contract for any Distribution Date unless and until the related interest payment on the Class A-MFL Regular Interest for such Distribution Date is actually received by the Swap Trustee. (f) Any costs and expenses related to the Class A-MFL Swap Contract will not be payable from the Class A-MFL Floating Rate Account and will not constitute Class A-MFL Grantor Trust expenses or Trust Fund expenses. No party hereunder shall advance any Class A-MFL Net Swap Payment payable by the Class A-MFL Swap Counterparty. Simultaneous with the delivery to the Certificateholders, the Swap Trustee shall (1) make available to the Class A-MFL Swap Counterparty the Distribution Date Statement and (2) make available or deliver to the Class A-MFL Swap Counterparty copies of any other reports or notices delivered to the Holders of the Class A-MFL Certificates as and to the extent required by the Class A-MFL Swap Contract.

Class A-MFL Swap Contract. (a) On or before the Closing Date, the Paying AgentTrustee, not in its individual capacity but solely in its capacity as Paying Agent Trustee, on behalf of the Class A-MFL Grantor Trust, is hereby directed by the Trust to execute and deliver shall enter into the Class A-MFL Swap Contract in the name of the Trust. Each of the representations, undertakings and related agreements in with the Class A-MFL Swap Contract shall be made on the part of the Trust and in no event shall be personal representations, undertakings or agreements by the Paying Agent. Subject to Section 6.12, the Paying Agent shall enforce the rights of the Trust specified in the Class A-MFL Swap Contract, including the Credit Support Annex (as defined in the Class A-MFL Swap Contract) and the Schedule to the related ISDA Master AgreementCounterparty. (b) No Not later than by noon (11:00 a.m. New York City time) , on the second Business Day prior to each Distribution Date, based on the reports CMSA Loan Periodic Update File for the related Collection Period provided by the Master Servicer or on information that the Paying Agent obtains from the Swap Counterparty pursuant to the Class A-MFL Swap Contract, Section 4.01(b) and subject to the priorities set forth in Article VI hereofSections 4.01(a), 4.01(b) and 4.01(l), the Paying Agent Trustee shall provide to the Swap Counterparty sufficient information to enable the Swap Counterparty to (i) calculate the Class A-MFL Net Swap Payment, if any, due to and the Class A-MFL Floating Swap Counterparty under Payment, if any, in accordance with the terms of the Class A-MFL Swap ContractContract and this Agreement, based upon the projected payment that will be payable on and (ii) notify the Class A-MFL Regular Interest pursuant Swap Counterparty of any Class A-MFL Floating Swap Payment or Class A-MFL Net Swap Payment. In the event the Trustee fails to the priorities set forth in Article VI hereof and the Passreceive any Class A-Through Rate of MFL Floating Swap Payment payable by the Class A-MFL Regular Interest and Swap Counterparty on the Business Day prior to the related Distribution Date, the Trustee shall provide the Class A-MFL Certificates and Swap Counterparty with notice of such non-payment no later than 5:00 p.m. New York City time on such date. On the amount related Distribution Date following such notice of any Prepayment Premiums payable on non-payment, if the Trustee fails to receive the Class A-MFL Regular Interest. By the close of business Floating Swap Payment by 11:00 a.m. New York City time on the second Business Day prior to such Distribution Date, a Class A-MFL Swap Default and a Class A-MFL Distribution Conversion shall occur on such Distribution Date. (c) On each Distribution Date, the Paying Agent Trustee shall provide written notice (which notice may be delivered electronically) to the General Master Servicer of remit the Class A-MFL Net Swap Payment, if any, required to be distributed to the Swap Counterparty pursuant to the terms of the Class A-MFL Swap Contract and will provide such notice even if no amounts are due to Counterparty from the Swap Counterparty. The General Master Servicer shall be deemed to have distributed the Class A-MFL Net Swap Payment specified by the Paying Agent in accordance with Section 5.3(c) and this Section 8.31(b) as part of the Available Distribution Amount and the Paying Agent shall be deemed to have transferred such Class A-MFL Net Swap Payment to the Master Servicer's Class A-MFL Floating Rate Account. Accordingly; provided that upon and during the continuation of a Class A-MFL Distribution Conversion, the General Master Servicer Trustee shall withhold an amount equal not make such payments to the Class A-MFL Net Swap Payment from payments made to the Paying Agent pursuant to Section 5.2(a)(xi) and shall pay such amount to the Swap Counterparty in accordance with this Agreement and the Class A-MFL Swap Contract. (c) [Reserved]. (d) Counterparty. Promptly upon receipt of any payment or other receipt in respect of the Class A-MFL Regular Interest or the Class A-MFL Swap Contract, the Paying Agent Trustee shall deposit the same into the Class A-MFL Floating Rate Account. (ed) [Reserved]. (f) If The Trustee shall at all times enforce the Swap Counterparty is required to post collateral pursuant to Trust's rights under the Class A-MFL Swap Contract, . In the Paying Agent shall establish an account, which shall be an Eligible Account (the "event of a Class A-MFL Swap Counterparty Collateral Account"). The Paying Agent Default, the Trustee shall deposit all collateral received from promptly provide written notice to the Swap Counterparty under Holders of the Class A-MFL Certificates and shall be required to take such actions (following the expiration of any Credit Support Annex (as defined applicable grace period specified in the Class A-MFL Swap Contract) ), unless otherwise directed in writing by the holders of 25% by Certificate Balance of the Class A-MFL Swap Contract into Certificates, to enforce the Class A-MFL Swap Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Class A-MFL Swap Counterparty Collateral Account shall be (i) for application to obligations rights of the Swap Counterparty Trust under the Class A-MFL Swap Contract if as may be permitted by the terms thereof, including termination thereof, and use Class A-MFL Swap Contract becomes subject to early termination or upon default by the Swap Counterparty or (ii) to return collateral to the Swap Counterparty when and as required by the Class A-MFL Swap Contract. The Paying Agent agrees to give the Swap Counterparty prompt notice Termination Fees, if it obtains knowledge that any, received from the Class A-MFL Swap Counterparty Collateral Account to enter into a replacement interest rate swap contract on substantially identical terms or any funds on deposit therein or otherwise such other terms reasonably acceptable to the credit of Trustee and the Class A-MFL Swap Counterparty Collateral AccountDepositor, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Funds credited to with a replacement swap counterparty that would not cause a Rating Agency Trigger Event and satisfies the Class A-MFL Swap Counterparty Collateral Account shall be applied as contemplated in the Class A-MFL Swap Contract. Subject to the terms requirements of the Class A-MFL Swap Contract, proceeds subject, in each case, to written confirmation by the Rating Agencies that such action will not result in a qualification, downgrade or withdrawal of liquidation the then current ratings of the Certificates. If the costs attributable to entering into a replacement interest rate swap contract would exceed the amount of any Class A-MFL Swap Contract collateral (if the Class A-MFL Swap Contract becomes subject to early termination or upon default by the Swap Counterparty) Termination Fees, a replacement interest rate swap contract shall not be deposited in the Class A-MFL Floating Rate Account for application as applicable. (g) The Paying Agent entered into and any such proceeds will have no obligation on behalf of the Trust to pay to the Swap Counterparty any portion of the Fixed Interest Distribution unless and until the interest payment on the Class A-MFL Regular Interest is actually received by the Paying Agent; providedinstead be distributed, howeverpro rata, that the Paying Agent shall receive funds from the Swap Counterparty representing the net amount payable to the Paying Agent pursuant to the Class A-MFL Swap Contract and shall remit such amount to the holders of the Class A-MFL Certificates on the immediately succeeding Distribution Date as part of the Class A-MFL Interest Distribution Amount pursuant for such Distribution Date. Notwithstanding anything to Section 6the contrary in the Agreement, the Trustee shall be under no obligation to take any action to enforce the rights of the Trust Fund under the Class A-MFL Swap Agreement unless it is assured, in its sole discretion, that the costs and expenses of such action(s) will be reimbursed by the Holders of the Class A-MFL Certificates or another party (other than the Trust). Any Class A-MFL Distribution Conversion shall become permanent following the determination by the Trustee not to enter into a replacement interest rate swap contract and distribution of any Class A-MFL Swap Termination Fees to the Holders of the Class A-MFL Certificates. Any such Swap Default (or termination of the Class A-MFL Swap Contract) and the resulting Class A-MFL Distribution Conversion shall not, in and of itself, constitute an Event of Default under this Agreement. Upon any change (or notification to the Trustee that such change is imminent) in the payment terms on the Class A-MFL Certificates, including as a result of a Class A-MFL Distribution Conversion, termination of a Class A-MFL Distribution Conversion, a Swap Default or the cure of a Swap Default, the Trustee shall promptly notify the Depositor of the change in payment terms. (e) In the event that the Class A-MFL Swap Contract is terminated and no replacement Class A-MFL Swap Contract is entered into, the Trustee shall provide notice of such termination to the Class A-MFL Certificateholders, which notice shall include: "The Class A-MFL Swap Contract with respect to the Class A-MFL Certificates is terminated as of [date]. Certificateholders and beneficial owners that are Plans are advised that the Exemption will no longer apply to the Class A-MFL Certificates, effective 60 days after the receipt of this notice. "Exemption", as used in this notice, shall mean, collectively, the individual prohibited transaction exemptions granted by the U.S. Department of Labor to NationsBank Corporation (predecessor in interest to Bank of America Corporation), PTE 93-31, as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41. All other capitalized terms usex xx xxxx xxxxxx xxxxx have the meaning assigned to them in the Pooling and Servicing Agreement."