Common use of Derivative Contracts Clause in Contracts

Derivative Contracts. (a) At the direction of the Seller, the Owner Trustee shall, on behalf of the Trust, enter into derivative contracts for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition of a derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) All collections, proceeds and other amounts in respect of the derivative contracts payable by the derivative counterparty shall be distributed to the Certificates on the Payment Date following receipt thereof by the Certificate Paying Agent. (c) Any derivative contract that provides for any payment obligation on the part of the Trust must (i) be without recourse to the assets of the Trust, (ii) contain a non-petition covenant provision from the derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates (iv) contain a provision limiting any cash payments due to the derivative counterparty on any, day under such derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each derivative contract must (i) provide for the direct payment of any amounts by the derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s rights (but none of its obligations) under such derivative contract to the Owner Trustee on behalf the Certificateholders and shall include an express consent to the derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the Certificates, and (iv) prohibit the derivative counterparty from “setting-off’ or “netting” other obligations of the Trust and its Affiliates against such derivative counterparty’s payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At The Trust, at the direction of the Seller, shall execute and deliver Derivative Contracts in such form as the Owner Trustee shallSeller shall approve, on behalf of as evidenced conclusively by the Trust’s execution thereof, enter into derivative contracts such Derivative Contracts being solely for the benefit of the CertificatesCertificateholder; provided however provided, however, that neither the counterparty execution and delivery of any such Derivative Contract nor the consummation of any transaction contemplated thereunder shall give rise to such derivative contract shall not be an Affiliate a non-exempt prohibited transaction described in Section 406 of ERISA or 4975(c)(1) of the DepositorCode. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a derivative contract Derivative Contract shall be accompanied by confirmation from the Rating Agencies that the then current rating of the Notes will not be qualified, reduced or withdrawn as a result of the acquisition of such Derivative Contract. Prior to the acquisition of any Derivative Contracts by the Trust, the Trust at the direction and expense of the Seller, shall establish and maintain in its own name an Eligible Deposit Account (i) an appropriate amendment to this Agreementthe “Derivative Contract Collection Account”), and (ii) any Opinion bearing a designation clearly indicating that the funds deposited therein are held for the benefit of Counsel required by Section 10.01. (b) the Trust on behalf of the Certificateholder. All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed deposited into the Derivative Contract Collection Account for distribution to the Certificates Certificateholder on the Payment Distribution Date following receipt thereof by the Certificate Paying AgentTrust in accordance with Section 5.7(a) of the Sale and Servicing Agreement. (cb) Any derivative contract that provides No Derivative Contract shall provide for any payment obligation on the part of the Trust Trust. Each Derivative Contract must (i) be without recourse to the assets of the Trust, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iiiii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates and (iviii) contain a provision limiting any cash payments due to the derivative counterparty on any, day Derivative Counterparty under such derivative contract Derivative Contract solely to funds available therefor payments made upon the execution of the Derivative Contract in accordance with subclause (a) above that are paid from amounts on deposit in the Certificate Distribution Collection Account that are available to make payments to the Holders of the Certificates Certificateholder on such Payment Date, Date in accordance with Section 5.7(a) of the Sale and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying AgentServicing Agreement. (dc) Each derivative contract In addition to the requirements contained in subclause (a) above, each Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Collection Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s rights (but none of its obligations) under such derivative contract to the Owner Trustee on behalf the Certificateholders and shall include an express consent to the derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater Percentage Interest majority percentage interest of the CertificatesCertificateholders, and (iviii) prohibit the derivative counterparty Derivative Counterparty from “setting-off’ ” or “netting” other obligations of the Trust and its Affiliates against such derivative counterpartyDerivative Counterparty’s payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) thereunder and (d)iv) satisfy the Rating Agency Condition. (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At The Owner Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Estate, enter into derivative contracts Derivative Contracts, solely for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the DepositorCertificateholder. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 5.06(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Certificates Certificateholder on the Payment Date following receipt thereof by the Certificate Paying AgentOwner Trustee. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates and (iv) contain a provision limiting any cash payments payment due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Custodial Account available to make payments payment to the Holders of the Certificates Certificateholder on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Custodial Account at least one (1) Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s Trust Estate rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf of the Certificateholders Certificateholder and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of a Servicer Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Owner Trust Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ " or “"netting” " other obligations of the Trust Estate and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (ed) The Seller shall determineNotwithstanding the provisions of paragraphs (a), in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c(b) and (d)c) of this Section 5.06, no Derivative Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any Class of Notes, or (ii) materially adversely affect the rights of the Holders of any Class of Notes or the Credit Enhancer. (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (aA) At The Trustee shall, at the written direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Fund, enter into derivative contracts Derivative Contracts, solely for the benefit of the Class B-3 Certificates; provided however . Any such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the counterparty to such derivative contract shall not be an Affiliate requirements of the Depositorclauses (b) and (c) of this Section 4.12. Any acquisition of a derivative contract Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any including an Opinion of Counsel required by Counsel, as provided in Section 10.01. (b) 11.01, and the consent of each holder of a Class A, Class M or Class B Certificates to the acquisition of such Derivative Contract. All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Class B-3 Certificates on the Payment Distribution Date following receipt thereof by the Certificate Paying AgentTrustee. In no event shall such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such instrument is deposited, the Trust Fund shall be deemed to be divided into two separate and discrete sub-trusts. The assets of one such sub-trust shall consist of all the assets of the Trust Fund other than such instrument and the assets of the other sub-trust shall consist solely of such instrument. (cB) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Fund must (i) be without recourse to the assets of the TrustTrust Fund, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Distribution Dates and (iv) contain a provision limiting any cash payments due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Class B-3 Certificates on such Payment Distribution Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dC) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Distribution Date, (ii) contain an assignment of all of the Trust’s Trust Fund's rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf the Certificateholders Class B-3 Certificates and shall include an express consent to of the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Class B-3 Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ " or “"netting” " other obligations of the Trust Fund and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At the direction of the Seller, the Owner Trustee shall, on behalf of the Trust, enter into derivative contracts for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition of a derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) All collections, proceeds and other amounts in respect of the derivative contracts payable by the derivative counterparty shall be distributed to the Certificates on the Payment Date following receipt thereof by the Certificate Paying Agent. (c) Any derivative contract that provides for any payment obligation on the part of the Trust must (i) be without recourse to the assets of the Trust, (ii) contain a non-petition covenant provision from the derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates (iv) contain a provision limiting any cash payments due to the derivative counterparty on any, day under such derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each derivative contract must (i) provide for the direct payment of any amounts by the derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s 's rights (but none of its obligations) under such derivative contract to the Owner Trustee on behalf the Certificateholders and shall include an express consent to the derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the Certificates, and (iv) prohibit the derivative counterparty from “"setting-off’ ' or “"netting” " other obligations of the Trust and its Affiliates against such derivative counterparty’s 's payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At the direction of the Sellerholder of a majority of the most subordinate class of Subordinate Certificates then outstanding (the “Controlling Class Holder”), the Owner Trustee Securities Administrator shall, on behalf of the TrustTrust Fund, enter into derivative contracts Derivative Contracts for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate most subordinate class of the DepositorREMIC regular certificates then outstanding. Any acquisition of a derivative contract Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any an Opinion of Counsel required Counsel, (iii) Written confirmation by Section 10.01. each of the Rating Agencies that the Derivative Contract will not result in the downgrade, withdrawal or suspension of the rating on any certificate and (biv) the consent of Controlling Class Holder to the acquisition of such Derivative Contract. All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Certificates most subordinate class of REMIC regular certificates then outstanding on the Payment Date following receipt thereof by the Certificate Paying Agent. (c) Securities Administrator on behalf of the Trustee. Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition nonpetition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates and (iv) contain a provision limiting any cash payments due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor therefore in the Certificate Distribution Payment Account available to make payments to the Holders holder of the Certificates most subordinate class of REMIC regular certificates then outstanding on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) . Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Payment Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the TrustTrust Estate’s rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf the Certificateholders holder of the most subordinate class of REMIC regular certificates then outstanding and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event event of Defaultdefault under the indenture, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the Certificates, Controlling Class Holder and (iv) prohibit the derivative counterparty Derivative Counterparty from “setting-offsettingoff’ or “netting” other obligations of the Trust Estate and its Affiliates against such derivative counterpartyDerivative Counterparty’s payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At The Owner Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Estate, enter into derivative contracts Derivative Contracts, solely for the benefit of the Class SB Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 5.07(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Class SB Certificates on the Payment Distribution Date following receipt thereof by the Certificate Paying AgentOwner Trustee. In no event shall such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such instrument is deposited, the Trust Estate shall be deemed to be divided into two separate and discrete sub-Trusts. The assets of one such sub-Trust shall consist of all the assets of the Trust Estate other than such instrument and the assets of the other sub-Trust shall consist solely of such instrument. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Distribution Dates and (iv) contain a provision limiting any cash payments due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Class SB Certificates on such Payment Distribution Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Distribution Date, (ii) contain an assignment of all of the Trust’s Trust Estate's rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf of the Class SB Certificateholders and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Class SB Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ " or “"netting” " other obligations of the Trust Estate and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (ed) The Seller shall determineNothwithstanding the provisions of paragraphs (a), in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c(b) and (d)c) of this Section 5.07, no Derivative Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any Class of Notes or the Credit Enhancer, or (ii) materially adversely affect the rights of the Holders of any Class of Notes or the Credit Enhancer. (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At The Owner Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Estate, enter into derivative contracts Derivative Contracts, solely for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the DepositorCertificateholder. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 5.06(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Certificates Certificateholder on the Payment Date following receipt thereof by the Certificate Paying AgentOwner Trustee. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates and (iv) contain a provision limiting any cash payments payment due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Custodial Account available to make payments payment to the Holders of the Certificates Certificateholder on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Custodial Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s Trust Estate rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf of the Certificateholders Certificateholder and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of a Servicer Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Owner Trust Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ " or “"netting” " other obligations of the Trust Estate and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (ed) The Seller shall determineNotwithstanding the provisions of paragraphs (a), in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c(b) and (d)c) of this Section 5.06, no Derivative Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any Class of Notes, or (ii) materially adversely affect the rights of the Holders of any Class of Notes or the Credit Enhancer. (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At The Owner Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Estate, enter into derivative contracts Derivative Contracts, solely for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the DepositorCertificateholder. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 5.06(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Certificates Certificateholder on the Payment Date following receipt thereof by the Certificate Paying AgentOwner Trustee. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates and (iv) contain a provision limiting any cash payments payment due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Custodial Account available to make payments payment to the Holders of the Certificates Certificateholder on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Custodial Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s Trust Estate rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf of the Certificateholders Certificateholder and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of a Servicer Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Owner Trust Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ " or “"netting” " other obligations of the Trust Estate and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (ed) The Seller shall determineNotwithstanding the provisions of paragraphs (a), in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c(b) and (d)c) of this Section 5.06, no Derivative Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any Class of Notes, or (ii) materially adversely affect the rights of the Holders of any Class of Notes. (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At the direction of the SellerMajority Certificateholder, the Owner Indenture Trustee shall, on behalf of the TrustOwner Trust Estate, enter into special derivative contracts for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition of a special derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01, (iii) confirmation from each Rating Agency that the acquisition will not cause the downgrade, withdrawal or suspension of the rating on any Note and (iv) the consent of the Majority Certificateholder to the acquisition of such special derivative contract. (b) All collections, proceeds and other amounts in respect of the special derivative contracts payable by the special derivative counterparty shall be distributed to the Certificates owner trust certificates on the Payment Date following receipt thereof by the Certificate Paying AgentAgent on behalf of the Indenture Trustee. (c) Any special derivative contract that provides for any payment obligation on the part of the Owner Trust Estate must (i) be without recourse to the assets of the TrustOwner Trust Estate, (ii) contain a non-petition covenant provision from the special derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates Dates, and (iv) contain a provision limiting any cash payments due to the special derivative counterparty on any, any day under such special derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates Certificateholders on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each special derivative contract must (i) provide for the direct payment of any amounts by the special derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the TrustOwner Trust Estate’s rights (but none of its obligations) under such special derivative contract to the Owner Indenture Trustee on behalf of the Certificateholders and shall include an express consent to the special derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such special derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the CertificatesMajority Certificateholder, and (iv) prohibit the special derivative counterparty from “setting-off’ or “netting” other obligations of the Owner Trust Estate and its Affiliates against such special derivative counterparty’s payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At The Owner Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Estate, enter into derivative contracts Derivative Contracts, solely for the benefit of the Class SB Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 5.07(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Class SB Certificates on the Payment Distribution Date following receipt thereof by the Certificate Paying AgentOwner Trustee. In addition, in the event any such instrument is deposited, the Trust Estate shall be deemed to be divided into two separate and discrete sub-Trusts. The assets of one such sub-Trust shall consist of all the assets of the Trust Estate other than such instrument and the assets of the other sub-Trust shall consist solely of such instrument. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Distribution Dates and (iv) contain a provision limiting any cash payments due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Class SB Certificates on such Payment Distribution Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Distribution Date, (ii) contain an assignment of all of the Trust’s Trust Estate's rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf of the Class SB Certificateholders and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Class SB Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ " or “"netting” " other obligations of the Trust Estate and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (ed) The Seller shall determineNothwithstanding the provisions of paragraphs (a), in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c(b) and (d)c) of this Section 5.07, no Derivative Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any Class of Notes or the Credit Enhancer, or (ii) materially adversely affect the rights of the Holders of any Class of Notes or the Credit Enhancer. (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At the direction of the Seller, the Owner Trustee shall, on behalf of the Trust, enter into derivative contracts for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition of a derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) All collections, proceeds and other amounts in respect of the derivative contracts payable by the derivative counterparty shall be distributed to the Certificates on the Payment Date following receipt thereof by the Certificate Paying Agent. (c) Any derivative contract that provides for any payment obligation on the part of the Trust must (i) be without recourse to the assets of the Trust, (ii) contain a non-petition covenant provision from the derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates (iv) contain a provision limiting any cash payments due to the derivative counterparty on any, day under such derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each derivative contract must (i) provide for the direct payment of any amounts by the derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s rights (but none of its obligations) under such derivative contract to the Owner Trustee on behalf the Certificateholders and shall include an express consent to the derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the Certificates, and (iv) prohibit the derivative counterparty from “setting-off’ or “netting” other obligations of the Trust and its Affiliates against such derivative counterparty’s payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts. Notwithstanding the foregoing, if a TMP Trigger Event occurs, the aforementioned right of the Certificateholder to enter into a special derivatives contract will terminate.

Derivative Contracts. (a) At The Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Fund, enter into derivative contracts Derivative Contracts, solely for the benefit of the Class SB Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 4.11(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Class SB Certificates on the Payment Distribution Date following receipt thereof by the Certificate Paying AgentTrustee. In no event shall such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such instrument is deposited, the Trust Fund shall be deemed to be divided into two separate and discrete sub-Trusts. The assets of one such sub-Trust shall consist of all the assets of the Trust other than such instrument and the assets of the other sub-Trust shall consist solely of such instrument. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Fund must (i) be without recourse to the assets of the TrustTrust Fund, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Distribution Dates and (iv) contain a provision limiting any cash payments due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Class SB Certificates on such Payment Distribution Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Distribution Date, (ii) contain an assignment of all of the Trust’s Trust Fund's rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf the Class SB Certificateholders and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Class SB Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ ' or “"netting” " other obligations of the Trust Fund and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At The Owner Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Estate, enter into derivative contracts Derivative Contracts, solely for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the DepositorCertificateholder. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 5.06(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Certificates Certificateholder on the Payment Date following receipt thereof by the Certificate Paying AgentOwner Trustee. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates and (iv) contain a provision limiting any cash payments due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Custodial Account available to make payments to the Holders of the Certificates Certificateholder on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Custodial Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s Trust Estate rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf of the Certificateholders Certificateholder and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of a Servicer Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Owner Trust Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ ' or “"netting” " other obligations of the Trust Estate and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (ed) The Seller shall determineNotwithstanding the provisions of paragraphs (a), in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c(b) and (d)c) of this Section 5.06, no Derivative Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any Class of Notes, or (ii) materially adversely affect the rights of the Holders of any Class of Notes. (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At The Owner Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Estate, enter into derivative contracts Derivative Contracts, solely for the benefit of the Class SB Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 5.07(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Class SB Certificates on the Payment Distribution Date following receipt thereof by the Certificate Paying AgentOwner Trustee. In no event shall such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such instrument is deposited, the Trust Estate shall be deemed to be divided into two separate and discrete sub-Trusts. The assets of one such sub-Trust shall consist of all the assets of the Trust Estate other than such instrument and the assets of the other sub-Trust shall consist solely of such instrument. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Distribution Dates and (iv) contain a provision limiting any cash payments due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Class SB Certificates on such Payment Distribution Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Distribution Date, (ii) contain an assignment of all of the Trust’s Trust Estate's rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf of the Class SB Certificateholders and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Class SB Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ off or “"netting” " other obligations of the Trust Estate and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (ed) The Seller shall determineNothwithstanding the provisions of paragraphs (a), in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c(b) and (d)c) of this Section 5.07, no Derivative Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any Class of Notes or the Credit Enhancer, or (ii) materially adversely affect the rights of the Holders of any Class of Notes or the Credit Enhancer. (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At the direction of the SellerMajority Certificateholder, the Owner Indenture Trustee shall, on behalf of the TrustOwner Trust Estate, enter into special derivative contracts for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition of a special derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01, (iii) confirmation from each Rating Agency that the acquisition will not cause the downgrade, withdrawal or suspension of the rating on any Note and (iv) the consent of the Majority Certificateholder to the acquisition of such special derivative contract. (b) All collections, proceeds and other amounts in respect of the special derivative contracts payable by the special derivative counterparty shall be distributed to the Certificates owner trust certificates on the Payment Date following receipt thereof by the Certificate Paying AgentAgent on behalf of the Indenture Trustee. (c) Any special derivative contract that provides for any payment obligation on the part of the Owner Trust Estate must (i) be without recourse to the assets of the TrustOwner Trust Estate, (ii) contain a non-petition covenant provision from the special derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates Dates, and (iv) contain a provision limiting any cash payments due to the special derivative counterparty on any, any day under such special derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates Certificateholders on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each special derivative contract must (i) provide for the direct payment of any amounts by the special derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s Owner Trust Estate's rights (but none of its obligations) under such special derivative contract to the Owner Indenture Trustee on behalf of the Certificateholders and shall include an express consent to the special derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such special derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the CertificatesMajority Certificateholder, and (iv) prohibit the special derivative counterparty from “"setting-off’ " or “"netting” " other obligations of the Owner Trust Estate and its Affiliates against such special derivative counterparty’s 's payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At The Owner Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Estate, enter into derivative contracts Derivative Contracts, solely for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the DepositorCertificateholder. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 5.06(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Certificates Certificateholder on the Payment Date following receipt thereof by the Certificate Paying AgentOwner Trustee. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates and (iv) contain a provision limiting any cash payments payment due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Custodial Account available to make payments payment to the Holders of the Certificates Certificateholder on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Custodial Account at least one (1) Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s Trust Estate rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf of the Certificateholders Certificateholder and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of a Servicer Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Owner Trust Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ " or “"netting” " other obligations of the Trust Estate and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (ed) The Seller shall determineNotwithstanding the provisions of paragraphs (a), in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c(b) and (d)c) of this Section 5.06, no Derivative Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any Class of Notes, or (ii) materially adversely affect the rights of the Holders of any Class of Notes. (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At the direction of the SellerMajority Certificateholder, the Owner Indenture Trustee shall, on behalf of the TrustOwner Trust Estate, enter into special derivative contracts for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition of a special derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01, (iii) confirmation from each Rating Agency that the acquisition will not cause the downgrade, withdrawal or suspension of the rating on any Note and (iv) the consent of the Majority Certificateholder to the acquisition of such special derivative contract. (b) All collections, proceeds and other amounts in respect of the special derivative contracts payable by the special derivative counterparty shall be distributed to the Certificates owner trust certificates on the Payment Date following receipt thereof by the Certificate Paying AgentAgent on behalf of the Indenture Trustee. (c) Any special derivative contract that provides for any payment obligation on the part of the Owner Trust Estate must (i) be without recourse to the assets of the TrustOwner Trust Estate, (ii) contain a non-petition covenant provision from the special derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates Dates, and (iv) contain a provision limiting any cash payments due to the special derivative counterparty on any, any day under such special derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates Certificateholders on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each special derivative contract must (i) provide for the direct payment of any amounts by the special derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s Owner Trust Estate's rights (but none of its obligations) under such special derivative contract to the Owner Indenture Trustee on behalf of the Certificateholders and shall include an express consent to the special derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such special derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the CertificatesMajority Certificateholder, and (iv) prohibit the special derivative counterparty from “"setting-off’ ' or “"netting” " other obligations of the Owner Trust Estate and its Affiliates against such special derivative counterparty’s 's payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At The Owner Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Estate, enter into derivative contracts Derivative Contracts, solely for the benefit of the Class SB Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 5.07(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Class SB Certificates on the Payment Distribution Date following receipt thereof by the Certificate Paying AgentOwner Trustee. In no event shall such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such instrument is deposited, the Trust Estate shall be deemed to be divided into two separate and discrete sub-Trusts. The assets of one such sub-Trust shall consist of all the assets of the Trust Estate other than such instrument and the assets of the other sub-Trust shall consist solely of such instrument. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Distribution Dates and (iv) contain a provision limiting any cash payments due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Class SB Certificates on such Payment Distribution Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Distribution Date, (ii) contain an assignment of all of the Trust’s Trust Estate's rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf of the Class SB Certificateholders and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Class SB Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ " or “"netting” " other obligations of the Trust Estate and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (ed) The Seller shall determineNothwithstanding the provisions of paragraphs (a), in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c(b) and (d)c) of this Section 5.07, no Derivative Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any Class of Notes or the Credit Enhancer, or (ii) materially adversely affect the rights of the Holders of any Class of Notes or the Credit Enhancer. (f) Neither ARTICLE VI Concerning the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.Owner Trustee

Derivative Contracts. (a) At the direction of the Seller, the Owner Trustee shall, on behalf of the TrustTrust Fund, enter into derivative contracts Derivative Contracts for the benefit of the Class C Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition of a derivative contract Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.0112.01, and (iii) either (A) an Opinion of Counsel to the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under ERISA by U.S. Department of Labor Prohibited Transaction Exemption 94-84 or FAN 97-03E, as most recently amended, to the Holders of the Class A, Class M and Class B1 Certificates, as of the date the Derivative Contract is entered into by the Trustee or (B) the consent of each Holder of a Class A, Class M or Class B1 Certificate to the acquisition of such Derivative Contract. In addition, in the event any such instrument is deposited, the Trust Fund shall be deemed to be divided into two separate and discrete sub-Trusts. The assets of one such sub-Trust shall consist of all the assets of the Trust other than such instrument and the assets of the other sub-Trust shall consist solely of such instrument. (b) All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Class C Certificates on the Payment Distribution Date following receipt thereof by the Certificate Paying AgentSecurities Administrator on behalf of the Trustee. (c) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Fund must (i) be without recourse to the assets of the Trust, (ii) contain a non-petition covenant provision from the derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates (iv) contain a provision limiting any cash payments due to the derivative counterparty on any, day under such derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each derivative contract must (i) provide for the direct payment of any amounts by the derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s rights (but none of its obligations) under such derivative contract to the Owner Trustee on behalf the Certificateholders and shall include an express consent to the derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the Certificates, and (iv) prohibit the derivative counterparty from “setting-off’ or “netting” other obligations of the Trust and its Affiliates against such derivative counterparty’s payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.Fund,

Derivative Contracts. (a) At The Owner Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Estate, enter into derivative contracts Derivative Contracts, solely for the benefit of the Class SB Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 5.07(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Class SB Certificates on the Payment Distribution Date following receipt thereof by the Certificate Paying AgentOwner Trustee. In addition, in the event any such instrument is deposited, the Trust Estate shall be deemed to be divided into two separate and discrete sub-Trusts. The assets of one such sub-Trust shall consist of all the assets of the Trust Estate other than such instrument and the assets of the other sub-Trust shall consist solely of such instrument. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Distribution Dates and (iv) contain a provision limiting any cash payments due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Class SB Certificates on such Payment Distribution Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Distribution Date, (ii) contain an assignment of all of the Trust’s Trust Estate's rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf of the Class SB Certificateholders and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Class SB Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ " or “"netting” " other obligations of the Trust Estate and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (ed) The Seller shall determineNothwithstanding the provisions of paragraphs (a), in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c(b) and (d)c) of this Section 5.07, no Derivative Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any Class of Notes or the Credit Enhancer, or (ii) materially adversely affect the rights of the Holders of any Class of Notes or the Credit Enhancer. (f) Neither ARTICLE VI Concerning the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.Owner Trustee

Derivative Contracts. (a) At The Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Fund, enter into derivative contracts Derivative Contracts, solely for the benefit of the Class SB Certificates; provided however . Any such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the counterparty to such derivative contract shall not be an Affiliate requirements of the DepositorSection 4.11(b) and (c). Any acquisition of a derivative contract Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any including an Opinion of Counsel required by Counsel, as provided in Section 10.01. (b) 11.01. All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Class SB Certificates on the Payment Distribution Date following receipt thereof by the Certificate Paying AgentTrustee. In no event shall such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such instrument is deposited, the Trust Fund shall be deemed to be divided into two separate and discrete sub-Trusts. The assets of one such sub-Trust shall consist of all the assets of the Trust other than the instrument and the assets of the other sub-Trust shall consist solely of such instrument. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Fund must (i) be without recourse to the assets of the TrustTrust Fund, (ii) contain a non-petition 116 covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Distribution Dates and (iv) contain a provision limiting any cash payments due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Class SB Certificates on such Payment Distribution Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Distribution Date, (ii) contain an assignment of all of the Trust’s Trust Fund's rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf the Class SB Certificateholders and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Class SB Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ ' or “"netting” " other obligations of the Trust Fund and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.. 117

Derivative Contracts. (a) At the direction of the SellerMajority Certificateholder, the Owner Indenture Trustee shall, on behalf of the TrustOwner Trust Estate, enter into special derivative contracts for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositorowner trust certificates. Any acquisition of a special derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01, (iii) confirmation from each Rating Agency that the acquisition will not cause the downgrade, withdrawal or suspension of the rating on any Note and (iv) the consent of the Majority Certificateholder to the acquisition of such special derivative contract. (b) All collections, proceeds and other amounts in respect of the special derivative contracts payable by the special derivative counterparty shall be distributed to the Certificates owner trust certificates on the Payment Date following receipt thereof by the Certificate Paying AgentAgent on behalf of the Indenture Trustee. (c) Any special derivative contract that provides for any payment obligation on the part of the Owner Trust Estate must (i) be without recourse to the assets of the TrustOwner Trust Estate, (ii) contain a non-petition covenant provision from the special derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates Dates, and (iv) contain a provision limiting any cash payments due to the special derivative counterparty on any, any day under such special derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Owner Trust Certificates on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each special derivative contract must (i) provide for the direct payment of any amounts by the special derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the TrustOwner Trust Estate’s rights (but none of its obligations) under such special derivative contract to the Owner Indenture Trustee on behalf the Certificateholders Owner Trust Certificates and shall include an express consent to the special derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such special derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the CertificatesMajority Certificateholder, and (iv) prohibit the special derivative counterparty from “setting-off’ or “netting” other obligations of the Owner Trust Estate and its Affiliates against such special derivative counterparty’s payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At the direction of the SellerMajority Certificateholder, the Owner Indenture Trustee shall, on behalf of the TrustOwner Trust Estate, enter into special derivative contracts for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition of a special derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01, (iii) confirmation from each Rating Agency that the acquisition will not cause the downgrade, withdrawal or suspension of the rating on any Note and (iv) the consent of the Majority Certificateholder to the acquisition of such special derivative contract. (b) All collections, proceeds and other amounts in respect of the special derivative contracts payable by the special derivative counterparty shall be distributed to the Certificates owner trust certificates on the Payment Date following receipt thereof by the Certificate Paying AgentAgent on behalf of the Indenture Trustee. (c) Any special derivative contract that provides for any payment obligation on the part of the Owner Trust Estate must (i) be without recourse to the assets of the TrustOwner Trust Estate, (ii) contain a non-petition covenant provision from the special derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates Dates, (iv) contain a provision limiting any cash payments due to the special derivative counterparty on any, any day under such special derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates Certificateholders on such Payment Date, Date and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each special derivative contract must (i) provide for the direct payment of any amounts by the special derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the TrustOwner Trust Estate’s rights (but none of its obligations) under such special derivative contract to the Owner Indenture Trustee on behalf of the Certificateholders and shall include an express consent to the special derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such special derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the CertificatesMajority Certificateholder, and (iv) prohibit the special derivative counterparty from “setting-off’ or “netting” other obligations of the Owner Trust Estate and its Affiliates against such special derivative counterparty’s payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At the direction of the SellerCertificateholder, the Owner Indenture Trustee shall, on behalf of the TrustOwner Trust Estate, enter into special derivative contracts for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the DepositorCertificate. Any acquisition of a special derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01, (iii) confirmation from each Rating Agency that the acquisition will not cause the downgrade, withdrawal or suspension of the rating on any Note and (iv) the consent of the Certificateholder to the acquisition of such special derivative contract. (b) All collections, proceeds and other amounts in respect of the special derivative contracts payable by the special derivative counterparty shall be distributed to the Certificates owner trust certificates on the Payment Date following receipt thereof by the Certificate Paying AgentAgent on behalf of the Indenture Trustee. (c) Any special derivative contract that provides for any payment obligation on the part of the Owner Trust Estate must (i) be without recourse to the assets of the TrustOwner Trust Estate, (ii) contain a non-petition covenant provision from the special derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates Dates, (iv) contain a provision limiting any cash payments due to the special derivative counterparty on any, any day under such special derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates Certificateholders on such Payment Date, Date and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each special derivative contract must (i) provide for the direct payment of any amounts by the special derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the TrustOwner Trust Estate’s rights (but none of its obligations) under such special derivative contract to the Owner Indenture Trustee on behalf of the Certificateholders and shall include an express consent to the special derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such special derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the CertificatesCertificateholder, and (iv) prohibit the special derivative counterparty from “setting-off’ or “netting” other obligations of the Owner Trust Estate and its Affiliates against such special derivative counterparty’s payment obligations thereunder. Notwithstanding the foregoing, if a TMP Trigger Event occurs the aforementioned right of the Certificateholder to enter into a special derivatives contract will terminate. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.

Derivative Contracts. (a) At the direction of the Seller, the Owner Trustee shall, on behalf of the Trust, Trust shall enter into derivative contracts for the benefit of the CertificatesCertificateholders; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition of a derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.0110.01 and (iii) the consent of each Certificateholder to the acquisition of such derivative contract. Such derivative contract shall be executed on behalf of the Trust by the Certificate Paying Agent. (b) All collections, proceeds and other amounts in respect of the derivative contracts payable by the derivative counterparty shall be distributed to the Certificates Certificateholders on the Payment Date following receipt thereof by the Certificate Paying Agent. (c) Any derivative contract that provides for any payment obligation on the part of the Trust must (i) be without recourse to the assets of the TrustOwner Trust Estate, (ii) contain a non-petition covenant provision from the derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates Dates, (iv) contain a provision limiting any cash payments (including termination payments) due to the derivative counterparty on any, any day under such derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates Certificateholders on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each derivative contract must (i) provide for the direct payment of any amounts by the derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s rights (but none of its obligations) under such derivative contract to the Owner Trustee on behalf of the Certificateholders and shall include an express consent to by the derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the CertificatesMajority Certificateholder, and (iv) prohibit the derivative counterparty from “setting-off’ or “netting” other obligations of the Trust and its Affiliates against such derivative counterparty’s payment obligations thereunder. (e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d)) and shall notify the Certificate Paying Agent and the Securities Administrator of the existence of such derivative contract. (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.” 3. Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms. 4. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and of said counterparts taken together shall be deemed to constitute one and the same instrument. 5. The Owner Trustee is hereby authorized and directed to enter into this Amendment.

Derivative Contracts. (a) At the direction of the SellerSponsor, the Owner Trustee shall, on behalf of the Trust, enter into derivative contracts for the benefit of the CertificatesCertificate; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition of a derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) All collections, proceeds and other amounts in respect of the derivative contracts payable by the derivative counterparty shall be distributed to the Certificates Certificate on the Payment Date following receipt thereof by the Certificate Paying Agent. (c) Any derivative contract that provides for any payment obligation on the part of the Trust must (i) be without recourse to the assets of the Trust, (ii) contain a non-petition covenant provision from the derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates (iv) contain a provision limiting any cash payments due to the derivative counterparty on any, day under such derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates Certificate on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (d) Each derivative contract must (i) provide for the direct payment of any amounts by the derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s rights (but none of its obligations) under such derivative contract to the Owner Trustee on behalf the Certificateholders Certificateholder and shall include an express consent to the derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the CertificatesCertificate, and (iv) prohibit the derivative counterparty from “setting-off’ or “netting” other obligations of the Trust and its Affiliates against such derivative counterparty’s payment obligations thereunder. (e) The Seller Sponsor shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d). (f) Neither the Seller Sponsor nor the Depositor shall have any direct or indirect obligation under the derivative contracts. (g) Notwithstanding the foregoing, no derivative contracts may be entered into subsequent to a REMIC Conversion.

Derivative Contracts. (a) At The Owner Trustee shall, at the direction of the Seller, the Owner Trustee shallMaster Servicer, on behalf of the TrustTrust Estate, enter into derivative contracts Derivative Contracts, solely for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the DepositorCertificateholder. Any acquisition such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of a derivative contract shall be accompanied by (iSection 5.06(b) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01. (b) c). All collections, proceeds and other amounts in respect of the derivative contracts Derivative Contracts payable by the derivative counterparty Derivative Counterparty shall be distributed to the Certificates Certificateholder on the Payment Date following receipt thereof by the Certificate Paying AgentOwner Trustee. (cb) Any derivative contract Derivative Contract that provides for any payment obligation on the part of the Trust Estate must (i) be without recourse to the assets of the TrustTrust Estate, (ii) contain a non-petition covenant provision from the derivative counterpartyDerivative Counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates and (iv) contain a provision limiting any cash payments payment due to the derivative counterparty Derivative Counterparty on any, any day under such derivative contract Derivative Contract solely to funds available therefor in the Certificate Distribution Custodial Account available to make payments payment to the Holders of the Certificates Certificateholder on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent. (dc) Each derivative contract Derivative Contract must (i) provide for the direct payment of any amounts by the derivative counterparty Derivative Counterparty thereunder to the Certificate Distribution Custodial Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s Trust Estate rights (but none of its obligations) under such derivative contract Derivative Contract to the Owner Trustee on behalf of the Certificateholders Certificateholder and shall include an express consent to the derivative counterparty Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of a Servicer Default, such derivative contract Derivative Contract shall terminate upon the direction of a 50.01% or greater majority Percentage Interest of the Owner Trust Certificates, and (iv) prohibit the derivative counterparty Derivative Counterparty from “"setting-off’ " or “"netting” " other obligations of the Trust Estate and its Affiliates against such derivative counterparty’s Derivative Counterparty's payment obligations obligation thereunder. (ed) The Seller shall determineNotwithstanding the provisions of paragraphs (a), in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c(b) and (d)c) of this Section 5.06, no Derivative Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any Class of Notes, or (ii) materially adversely affect the rights of the Holders of any Class of Notes or the Credit Enhancer. (f) Neither the Seller nor the Depositor shall have any direct or indirect obligation under the derivative contracts.