Common use of Credit Downgrade Clause in Contracts

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- “AA-” in the case of S&P or “Aa3, ” in the case of Moody's’s, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") Provider acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a reasonable basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- “AA-” and a Moody's ’s Joint Probability of at least “Aa3, ,” except that such Substitute Swap Provider shall thenceforth be the "“Counterparty" ” hereunder; or (y) replace, with the consent of the then then-current Offsetting Counterparty, the swap transaction with the then then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then then-current Offsetting Counterparty (such replacement or intermediary being the "“Replacement Offsetting Counterparty"”), in either case on terms approved by Moody’s and S&P; or (2) enter into an post collateral pursuant to the ISDA Credit Support Annex with the Trust mutually acceptable (“CSA”) hereto (which is not subject to the Trust and the CounterpartyRating Agency Condition), obtain an Eligible Guarantee; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- “A-” in the case of S&P, or “A3, ” in the case of Moody's’s, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least “AA-” and a Moody’s Joint Probability of at least “Aa3,” except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody'sXxxxx'x, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Xxxxx'x Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's Xxxxx'x or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an ISDA Credit Support Annex with the Trust in the form of a New York law governed ISDA Credit Support Annex (with a Paragraph 13 mutually acceptable to the Trust and the Counterparty, but containing the following terms: (i) Eligible Collateral, Cash and negotiable debt obligations issued by the U.S. Treasury Department having a remaining term to maturity of not more than ten years; (ii) Threshold, with respect to Trust, infinity and with respect to Counterparty, zero; (iii) Minimum Transfer Amount, USD 250,000; and (iv) Valuation Agent, the Calculation Agent) to assure performance by the Counterparty of its obligations under this Transaction; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody'sXxxxx'x, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Xxxxx'x Joint Probability of Aa3 except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an comply with or perform any agreement or obligation to be complied with or performed by it in accordance with the ISDA Credit Support Annex with the Trust mutually acceptable to agreed between the Trust and the CounterpartyCounterparty and appended to the Primary ISDA Agreement; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3 except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3 except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P S&P, or Aa3, in the case of Moody's’s, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "“Substitute Swap Provider"”) acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a reasonable basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's ’s Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "“Counterparty" ” hereunder; or (y) replace, with the consent of the then then-current Offsetting Counterparty, the swap transaction with the then then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then then-current Offsetting Counterparty (such replacement or intermediary being the "“Replacement Offsetting Counterparty"”), in either case on terms approved by S&P and Moody’s; or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the CounterpartyCounterparty and, if the Counterparty is required to post collateral pursuant to such ISDA Credit Support Annex, at the time such ISDA Credit Support Annex is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's’s, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody’s Joint Probability of Aa3, except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, and such failure is not waived by the holders of not less than a majority of the Outstanding Amount of the Notes, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P S&P, or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") Provider acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a reasonable basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then then-current Offsetting Counterparty, the swap transaction with the then then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then then-current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by S&P and Moody's; or (2) enter into an post collateral pursuant to the ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty("CSA") hereto; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, and such failure is not waived by the holders of not less than a majority of the Outstanding Amount of the Notes, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- “Aa3” in the case of S&P or Aa3, in the case of Moody'sMxxxx’x, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "“Substitute Swap Provider"”) acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a reasonable basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P a Mxxxx’x Joint Probability of at least AA- and a Moody's Joint Probability of at least “Aa3, ,” except that such Substitute Swap Provider shall thenceforth be the "“Counterparty" ” hereunder; or (y) replace, with the consent of the then then-current Offsetting Counterparty, the swap transaction with the then then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then then-current Offsetting Counterparty (such replacement or intermediary being the "“Replacement Offsetting Counterparty"”), in either case on terms approved by Mxxxx’x and Fitch; or (2) enter into an post collateral pursuant to the ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty(“CSA”) hereto; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- “A3” in the case of S&P, or A3, in the case of Moody'sMxxxx’x, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in a Mxxxx’x Joint Probability of at least “Aa3,” except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that which were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt the date of notice the reduction of such reductionthe applicable Joint Probability, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, as a direct result of the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that which were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice the date of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3 except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of after such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody'sS&P, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "“Substitute Swap Provider"”) acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a reasonable basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3AA-, except that such Substitute Swap Provider shall thenceforth be the "“Counterparty" ” hereunder; or (y) replace, with the consent of the then then-current Offsetting Counterparty, the swap transaction with the then then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then then-current Offsetting Counterparty (such replacement or intermediary being the "“Replacement Offsetting Counterparty"”), in either case on terms approved by S&P and DBRS; or (2) enter into an post collateral pursuant to the ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty(“CSA”) hereto; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. (a) In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (xi) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), ) and such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2ii) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3iii) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. (b) At any time within thirty (30) days of receipt of notice of the reduction of the applicable Joint Probability, the Counterparty may provide the Trust and the Offsetting Counterparty a written request that (a) the Trust and the Offsetting Counterparty terminate the Fallback Swap Transaction and (b) the Trust enter into a replacement swap transaction (the "Replacement Fallback Swap Transaction") with another party identified (by the Counterparty at its own expense) in the written request (the "Replacement Offsetting Counterparty") on terms substantially the same as the Fallback Swap Transaction; provided that the Replacement Fallback Swap Transaction and the Replacement Offsetting Counterparty would result in an S&P Joint Probability Rating of at least AA- and a Moody's Joint Probability of a least Aa3. To the extent the Trust and Offsetting Counterparty, in their sole and absolute discretion, terminate the Fallback Swap Transaction and the Trust, in its sole and absolute discretion, enters into the Replacement Fallback Swap Transaction with the Fallback Offsetting Counterparty, in each case, within thirty (30) days of receipt of notice of the reduction of the Joint Probability, the Counterparty will have no further obligations under paragraph (a) above. (c) Notwithstanding the foregoingparagraphs (a) and (b) above, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld); provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3. (d) Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, who thenceforth shall be the "Counterparty" hereunder, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. . (e) In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by S&P and Moody's; or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the CounterpartyCounterparty and, if the Counterparty is required to post collateral pursuant to such ISDA Credit Support Annex, at the time such ISDA Credit Support Annex is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3 except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust txx Xxxxt (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) 30 days after such reduction, the applicable Rating Agency has reconfirmed the ratings rating of the Reference Notes and or the Other Securities that were Notes which was in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt the date of notice the reduction of such reductionthe applicable Joint Probability, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities Notes existing immediately prior to the reduction of the applicable Joint Probability, as a direct result of the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute suxx Xxxxtitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such xxxxx xuch that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify xxxxxx the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) 30 days after such reduction the applicable Rating Agency has reconfirmed the ratings rating of the Reference Notes and or the Other Securities that were Notes which was in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice the date of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities Notes existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3 except that such Substxxxxx Swap Provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes Certificates and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes Certificates or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes Certificates and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes Certificates or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the NoteholdersCertificateholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes Certificates that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P S&P, or Aa3, in the case of Moody's’s, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes Note and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes Note or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "“Substitute Swap Provider"”) acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a reasonable basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's ’s Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "“Counterparty" ” hereunder; or (y) replace, with the consent of the then then-current Offsetting Counterparty, the swap transaction with the then then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then then-current Offsetting Counterparty (such replacement or intermediary being the "“Replacement Offsetting Counterparty"”), in either case on terms approved by S&P and Moody’s; or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the CounterpartyCounterparty and, if the Counterparty is required to post collateral pursuant to such ISDA Credit Support Annex, at the time such ISDA Credit Support Annex is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's’s, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes Note and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes Note or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (Trust, such acceptance not to be unreasonably withhelddeemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody’s Joint Probability of Aa3, except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, and such failure is not waived by the holders of not less than a majority of the Outstanding Amount of the Notes, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes Note that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability Rating (as defined below) of the Counterparty and the Offsetting Counterparty (as defined below) is reduced below AA- in by Standard & Poor's Rating Services and its successors ("S&P") then the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) 30 days after such reduction, the applicable Rating Agency S&P has reconfirmed the ratings rating of the Reference Notes and or the Other Securities that were Notes which was in effect immediately prior to such reduction) the Counterparty Counterparty, shall within thirty (30) days of receipt of notice the date of such reduction, with the prior written confirmation of the applicable Rating Agency S&P that such arrangement will not result in the reduction of the then-current rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction Notes as a direct result of the applicable Joint Probabilityreduction, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), ) provided such replacement would result in an S&P a Joint Probability Rating of at least AA- and a Moody's Joint Probability of at least Aa3AA-, except that such Substitute Swap Provider substitute swap provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to in substantially the Trust and the Counterpartyform attached as Exhibit B hereto; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability Rating of the Counterparty and the Offsetting Counterparty is reduced below A- in the case of S&P, or A3, in the case of Moody'sA-, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) 30 days after such reduction the applicable Rating Agency reduction, S&P has reconfirmed the ratings rating of the Reference Notes and or the Other Securities that were Notes which was in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice the date of such reduction, with the prior written confirmation of the applicable Rating Agency S&P that such arrangement will not result in the reduction of the then-current rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability Notes as a direct result of the reduction of such Joint Probabilityreduction, must obtain a Substitute Swap Provider substitute swap provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in a Joint Rating of at least AA-, except that such substitute swap provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this the Transaction with a swap transaction with a Substitute Swap Providersubstitute swap provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that which were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reductionthe reduction of the applicable Joint Probability, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, as a direct result of the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that which were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3 except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes Certificates and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes Certificates or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an comply with or perform any agreement or obligation to be complied with or performed by it in accordance with the ISDA Credit Support Annex with the Trust mutually acceptable to agreed between the Trust and the CounterpartyCounterparty and appended to the Primary ISDA Agreement; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes Certificates and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes Certificates or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3 except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the NoteholdersCertificateholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes Certificates that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. (a) In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (xi) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2ii) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3iii) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. (b) At any time within thirty (30) days of receipt of notice of the reduction of the applicable Joint Probability, the Counterparty may provide the Trust and the Offsetting Counterparty a written request that (a) the Trust and the Offsetting Counterparty terminate the Fallback Swap Transaction and (b) the Trust enter into a replacement swap transaction (the "Replacement Fallback Swap Transaction") with another party identified (by the Counterparty at its own expense) in the written request (the "Replacement Offsetting Counterparty") on terms substantially the same as the Fallback Swap Transaction; provided that the Replacement Fallback Swap Transaction and the Replacement Offsetting Counterparty would result in an S&P Joint Probability Rating of at least AA- and a Moody's Joint Probability of a least Aa3. To the extent the Trust and Offsetting Counterparty, in their sole and absolute discretion, terminate the Fallback Swap Transaction and the Trust, in its sole and absolute discretion, enters into the Replacement Fallback Swap Transaction with the Fallback Offsetting Counterparty, in each case, within thirty (30) days of receipt of notice of the reduction of the Joint Probability, the Counterparty will have no further obligations under paragraph (a) above. (c) Notwithstanding the foregoingparagraphs (a) and (b), in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld); provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3. (d) Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, who thenceforth shall be the "Counterparty" hereunder, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. . (e) In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust txx Xxxxt (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) 30 days after such reduction, the applicable Rating Agency has reconfirmed the ratings rating of the Reference Notes and or the Other Securities that were Notes which was in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt the date of notice the reduction of such reductionthe applicable Joint Probability, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities Notes existing immediately prior to the reduction of the applicable Joint Probability, as a direct result of the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute suxx Xxxxtitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such xxxxx xuch that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify xxxxxx the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) 30 days after such reduction the applicable Rating Agency has reconfirmed the ratings rating of the Reference Notes and or the Other Securities that were Notes which was in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice the date of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities Notes existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3 except that such Substitute Xxxx Xrovider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. (a) In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (xi) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty")Aa3a; or (2ii) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3iii) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. (b) At any time within thirty (30) days of receipt of notice of the reduction of the applicable Joint Probability, the Counterparty may provide the Trust and the Offsetting Counterparty a written request that (a) the Trust and the Offsetting Counterparty terminate the Fallback Swap Transaction and (b) the Trust enter into a replacement swap transaction (the "Replacement Fallback Swap Transaction") with another party identified (by the Counterparty at its own expense) in the written request (the "Replacement Offsetting Counterparty") on terms substantially the same as the Fallback Swap Transaction; provided that the Replacement Fallback Swap Transaction and the Replacement Offsetting Counterparty would result in an S&P Joint Probability Rating of at least AA- and a Moody's Joint Probability of a least Aa3. To the extent the Trust and Offsetting Counterparty, in their sole and absolute discretion, terminate the Fallback Swap Transaction and the Trust, in its sole and absolute discretion, enters into the Replacement Fallback Swap Transaction with the Fallback Offsetting Counterparty, in each case, within thirty (30) days of receipt of notice of the reduction of the Joint Probability, the Counterparty will have no further obligations under paragraph (a) above. (c) Notwithstanding the foregoingparagraphs (a) and (b) above, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld); provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3. (d) Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, who thenceforth shall be the "Counterparty" hereunder, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. . (e) In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability (as defined below) of the Counterparty and the Offsetting Counterparty (as defined below) is reduced below AA- in by Standard & Poor's Ratings Services and its successors ("S&P") the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) 30 days after such reduction, the applicable Rating Agency S&P has reconfirmed the ratings rating of the Reference Notes and or the Other Securities that were Notes which was in effect immediately prior to such reduction) the Counterparty Counterparty, shall within thirty (30) days of receipt the date of notice the reduction of such reductionthe Joint Probability, with the prior written confirmation of the applicable Rating Agency S&P that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities Notes existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of the Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), ) provided such replacement would result in an S&P a Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3AA-, except that such Substitute Swap Provider substitute swap provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability of the Counterparty and the Offsetting Counterparty is reduced below A- in the case of S&P, or A3, in the case of Moody'sA-, then the Offsetting Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) 30 days after such reduction the applicable Rating Agency reduction, S&P has reconfirmed the ratings rating of the Reference Notes and or the Other Securities that were Notes which was in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice the date of such reduction, with the prior written confirmation of the applicable Rating Agency S&P that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities Notes existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such the Joint Probability, must obtain a Substitute Swap Provider substitute swap provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in a Joint Probability of at least AA-, except that such substitute swap provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this the Transaction with a swap transaction with a Substitute Swap Providersubstitute swap provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify the Trust txx Xxxxt (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) 30 days after such reduction, the applicable Rating Agency has reconfirmed the ratings rating of the Reference Notes and or the Other Securities that were Notes which was in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt the date of notice the reduction of such reductionthe applicable Joint Probability, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities Notes existing immediately prior to the reduction of the applicable Joint Probability, as a direct result of the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute suxx Xxxxtitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such xxxxx xuch that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); or (2) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify the notixx xxx Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) 30 days after such reduction the applicable Rating Agency has reconfirmed the ratings rating of the Reference Notes and or the Other Securities that were Notes which was in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice the date of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities Notes existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3 except that such Substxxxxx Swap Provider shall thenceforth be the "Counterparty" hereunder. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.

Credit Downgrade. (a) In the event that the Joint Probability is reduced below AA- in the case of S&P or Aa3, in the case of Moody's, the Offsetting Counterparty shall promptly notify xxxxxx the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (xi) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), ) and such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; provided such replacement would result in an S&P Joint Probability of at least AA- and a Moody's Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then current Offsetting Counterparty, the swap transaction with the then current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty on terms approved by S&P and Moody's or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"); orxx (2ii) enter into an ISDA Credit Support Annex with the Trust mutually acceptable to the Trust and the Counterparty; or (3iii) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. (b) At any time within thirty (30) days of receipt of notice of the reduction of the applicable Joint Probability, the Counterparty may provide the Trust and the Offsetting Counterparty a written request that (a) the Trust and the Offsetting Counterparty terminate the Fallback Swap Transaction and (b) the Trust enter into a replacement swap transaction (the "Replacement Fallback Swap Transaction") with another party identified (by the Counterparty at its own expense) in the written request (the "Replacement Offsetting Counterparty") on terms substantially the same as the Fallback Swap Transaction; provided that the Replacement Fallback Swap Transaction and the Replacement Offsetting Counterparty would result in an S&P Joint Probability Rating of at least AA- and a Moody's Joint Probability of a least Aa3. To the extent the Trust and Offsetting Counterparty, in their sole and absolute discretion, terminate the Fallback Swap Transaction and the Trust, in its sole and absolute discretion, enters into the Replacement Fallback Swap Transaction with the Fallback Offsetting Counterparty, in each case, within thirty (30) days of receipt of notice of the reduction of the Joint Probability, the Counterparty will have no further obligations under paragraph (a) above. (c) Notwithstanding the foregoingparagraphs (a) and (b) above, in the event that the Joint Probability is reduced below A- in the case of S&P, or A3, in the case of Moody's, then the Offsetting Counterparty shall promptly notify xxxxxx the Trust (and any permitted assignee or transferee of the Trust) and the Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust (such acceptance not to be unreasonably withheld) and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not Upon be unreasonably withheld); provided such replacement would result in an S&P Joint Probability of at least AA- or a Moody's Joint Probability of Aa3. (d) Xxxx any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, who thenceforth shall be the "Counterparty" hereunder, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. . (e) In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default.