Common use of Derivative Contracts Clause in Contracts

Derivative Contracts. (a) The Trustee shall, at the written direction of the Servicer, enter into Derivative Contracts on behalf of the Trust solely for the benefit of the Holder of the Class R Certificate. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 3.13. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee to the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under ERISA by the Underwriter Exemption to the holders of the Offered Certificates, as of the date the Derivative Contract is acquired by the Trustee on behalf of the Trust; or (B) the consent of each Holder of a Certificate to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel to the effect that entering into the Derivative Contract will not adversely affect the income tax treatment of the Trust or any interest in the Trust. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“Derivative Contract Reserve Fund”) especially created for such collections, proceeds and other amounts, and thereafter distributed to the Holder of the Class R Certificate on the Distribution Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded with no less than $1,000, before the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, the Trust 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 Derivative Contract and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve Fund. (b) Any Derivative Contract that imposes any obligation to make a payment to the Derivative Counterparty (other than the obligation to pay any prepaid amount) must (i) impose such obligation solely on the Holder of the Class R Certificate, (ii) be without recourse to the Administrator, the Trustee or the assets of the Trust, (iii) contain a non-petition covenant provision from the Derivative Counterparty, (iv) limit payment dates thereunder to Distribution Dates and (v) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to funds available therefore in the Collection Account available to make payments to the Holder of the Class R Certificate on such Distribution Date. (c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to the Derivate Contract Reserve Fund on or before the related Deposit Date, (ii) contain an assignment of all of the rights against the Derivative Counterparty (but none of the obligations to the Derivative Counterparty) under such Derivative Contract to the Trustee on behalf the Holder of the Class R Certificate and include an express consent by the Derivative Counterparty to such assignment, and (iii) prohibit the Derivative Counterparty from “setting-off’ or “netting” any obligations of the Trust and its affiliates against such Derivative Counterparty’s payment obligations thereunder.

Derivative Contracts. (a) The Owner Trustee shall, at the written direction of the Servicer, enter into Derivative Contracts on behalf of the Trust Trust, enter into Derivative Contracts, solely for the benefit of the Holder holders of the Class R CertificateOwnership Interest. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 3.135.4. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) and either (Ai) an Opinion of Counsel addressed to the Trustee to the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under ERISA by the Underwriter U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 96-23, PXXX 00-00, XXXX 00-00, XXXX 00-0, XXXX 84-14, or similar exemption, to the holders of the Offered CertificatesNotes, as of the date the Derivative Contract is acquired by the Trustee on behalf of the Trust; or (Bii) the consent of each Holder holder of a Certificate Note to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel to the effect that entering into the Derivative Contract will not adversely affect the income tax treatment of the Trust or any interest in the Trust. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“Derivative Contract Reserve Fund”) especially created for such collections, proceeds and other amounts, and thereafter distributed to the Holder of the Class R Certificate on the Distribution Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded with no less than $1,000, before the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, the Trust 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 Derivative Contract and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve Fund. (b) Any Derivative Contract that imposes provides for any payment obligation to make a payment to on the Derivative Counterparty (other than part of the obligation to pay any prepaid amount) Trust must (i) impose such obligation solely on the Holder of the Class R Certificate, (ii) be without recourse to the Administrator, the Trustee or the assets of the Trust, (iiiii) contain a non-petition covenant provision from the Derivative Counterparty, (iviii) limit payment dates thereunder to Distribution Payment Dates and (viv) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to funds otherwise available therefore in the Collection Account available to make payments to the Holder holders of the Class R Certificate Ownership Interest on such Distribution Payment Date. (c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to the Derivate Contract Reserve Fund Collection Account on or before the related Deposit Date, (ii) contain an assignment of all provide that in the event of the rights against the Derivative Counterparty (but none occurrence of the obligations to the Derivative Counterparty) under an Event of Default, such Derivative Contract to shall terminate upon the Trustee on behalf the Holder direction of the Class R Certificate and include an express consent by holders of a majority interest in the Derivative Counterparty to such assignmentOwnership Interest, and (iii) prohibit the Derivative Counterparty from “setting-off’ or “netting” any other obligations of the Trust and its affiliates Affiliates against such Derivative Counterparty’s payment obligations thereunder. All collections, proceeds and other amounts in respect of any Derivative Contract payable by the Derivative Counterparty shall be distributed to the holders of the Ownership Interest on the Payment Date following payment thereof to the Collection Account.

Derivative Contracts. (a) The Trustee shallTrust, at the written direction of the ServicerSeller, enter into shall execute and deliver Derivative Contracts on behalf of in such form as the Trust Seller shall approve, as evidenced conclusively by the Trust’s execution thereof, such Derivative Contracts being solely for the benefit of the Holder Certificateholder; provided, however, that neither the execution and delivery of any such Derivative Contract nor the consummation of any transaction contemplated thereunder shall give rise to a non-exempt prohibited transaction described in Section 406 of ERISA or 4975(c)(1) of the Class R CertificateCode. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 3.13. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee Hedge Provider provided by, and at the expense of, the Seller to the effect that the existence of the Derivative Contract will not adversely affect cause the availability Trust to be characterized as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes and (ii) confirmation from the Rating Agencies that the then current rating of the exemptive relief afforded under ERISA by the Underwriter Exemption to the holders Notes will not be qualified, reduced or withdrawn as a result of the Offered Certificates, as of the date the Derivative Contract is acquired by the Trustee on behalf of the Trust; or (B) the consent of each Holder of a Certificate to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel . Prior to the effect that entering into 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 (the “Derivative Contract will not adversely affect Collection Account”), bearing a designation clearly indicating that the income tax treatment funds deposited therein are held for the benefit of the Trust or any interest in on behalf of the TrustCertificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“the Derivative Contract Reserve Fund”) especially created Collection Account for such collections, proceeds and other amounts, and thereafter distributed distribution to the Holder of the Class R Certificate Certificateholder on the Distribution Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded Trust in accordance with no less than $1,000, before the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, the Trust 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 Section 5.7(a) of the Trust other than such Derivative Contract Sale and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve FundServicing Agreement. (b) Any No Derivative Contract that imposes shall provide for any payment obligation to make a payment to on the part of the Trust. Each Derivative Counterparty (other than the obligation to pay any prepaid amount) Contract must (i) impose such obligation solely on the Holder of the Class R Certificate, (ii) be without recourse to the Administrator, the Trustee or the assets of the Trust, (iii) contain a non-petition covenant provision from the Derivative Counterparty, (ivii) limit payment dates thereunder to Distribution Payment Dates and (viii) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to funds available therefore payments made upon the execution of the Derivative Contract in accordance with subclause (a) above that are paid from amounts on deposit in the Collection Account that are available to make payments to the Holder Certificateholder on such Payment Date in accordance with Section 5.7(a) of the Class R Certificate on such Distribution DateSale and Servicing Agreement. (c) Each 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 thereunder to the Derivate Contract Reserve Fund on or before Collection Account at least one Business Day prior to the related Deposit Payment Date, (ii) contain an assignment of all provide that in the event of the rights against the Derivative Counterparty (but none occurrence of the obligations to the Derivative Counterparty) under an Event of Default, such Derivative Contract to shall terminate upon the Trustee on behalf the Holder direction of a majority percentage interest of the Class R Certificate and include an express consent by the Derivative Counterparty to such assignmentCertificateholders, and (iii) prohibit the Derivative Counterparty from “setting-off’ ” or “netting” any other obligations of the Trust and its affiliates Affiliates against such Derivative Counterparty’s payment obligations thereunderthereunder and (iv) satisfy the Rating Agency Condition.

Derivative Contracts. (a) The Trustee shallOwner Trustee, at the written direction of the Servicer, enter into Derivative Contracts on behalf of the Trust Trust, and at the direction of the Seller, shall execute and deliver Derivative Contracts in such form as the Seller and the Insurer shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof, such Derivative Contracts being solely for the benefit of the Holder Transferor. Such Derivative Contracts need not be a replacement of a derivative contract that was entered into when the Class R CertificateTransferor Interest was issued by the Trust. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer agreement and shall determine, in its sole discretion, whether any Derivative Contract conforms to not be prepaid with the requirements assets of clauses (b) and (c) of this Section 3.13the Trust. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee and the Insurer provided by, and at the expense of, the Seller to the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under ERISA by the Underwriter Prohibited Transaction Class Exemption to the holders (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or a similar U.S. Department of the Offered CertificatesLabor class exemption, in either case as of the date the Derivative Contract is acquired by the Trustee on behalf Trust and (ii) the prior written consent of the Trust; or (B) the consent of each Holder of a Certificate Insurer to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel . Prior to the effect that entering into acquisition of any Derivative Contracts by the Derivative Contract will not adversely affect Trust, the income tax treatment Owner Trustee, on behalf of the Trust or any interest and at the direction and expense of the Seller, shall establish and maintain in its own name an Eligible Account (the Trust“Derivative Contract Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Owner Trustee on behalf of the Transferor. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“the Derivative Contract Reserve Fund”) especially created Collection Account for such collections, proceeds and other amounts, and thereafter distributed distribution to the Holder of the Class R Certificate Transferor on the Distribution Payment Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded with no less than $1,000, before the Trustee enters into such Derivative ContractOwner Trustee. In addition, in the event any Derivative Contract such instrument is entered intoacquired, the parties hereto agree to treat the Trust shall be deemed to be as though it were 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 Derivative Contract instrument and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve Fundsuch instrument. (b) Any No Derivative Contract that imposes shall provide for any payment obligation to make a payment to on the part of the Trust. Each Derivative Counterparty (other than the obligation to pay any prepaid amount) Contract must (i) impose such obligation solely on the Holder of the Class R Certificate, (ii) be without recourse to the Administrator, the Trustee or the assets of the Trust, (iii) contain a non-petition covenant provision from the Derivative Counterparty, (ivii) limit payment dates thereunder to Distribution Payment Dates and (viii) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to funds available therefore therefor in the Derivative Contract Collection Account available to make payments to the Holder of the Class R Certificate Transferor on such Distribution Payment Date. (c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to the Derivate Derivative Contract Reserve Fund on or before Collection at least one Business Day prior to the related Deposit Payment Date, (ii) contain an assignment of all provide that in the event of the rights against the Derivative Counterparty (but none occurrence of the obligations to the Derivative Counterparty) under an Event of Default, such Derivative Contract to shall terminate upon the Trustee on behalf the Holder direction of the Class R Certificate and include an express consent by the Derivative Counterparty to such assignmentTransferor, and (iii) prohibit the Derivative Counterparty from “setting-off’ ” or “netting” any other obligations of the Trust and its affiliates Affiliates against such Derivative Counterparty’s payment obligations thereunder, (iv) be in form and substance satisfactory to the Insurer, and (v) satisfy the Rating Agency Condition.

Derivative Contracts. (a) The Trustee shallTrust, at the written direction of the ServicerSeller, enter into shall execute and deliver Derivative Contracts on behalf of in such form as the Trust Seller shall approve, as evidenced conclusively by the Trust’s execution thereof, such Derivative Contracts being solely for the benefit of the Holder Certificateholder; provided, however, that neither the execution and delivery of any such Derivative Contract nor the consummation of any transaction contemplated thereunder shall give rise to a non-exempt prohibited transaction described in Section 406 of ERISA or 4975(c)(1) of the Class R CertificateCode. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 3.13. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee Insurer provided by, and at the expense of, the Seller to the effect that the existence of the Derivative Contract will not adversely affect cause the availability Trust to be characterized as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (ii) the prior written consent of the exemptive relief afforded under ERISA by the Underwriter Exemption to the holders of the Offered Certificates, as of the date the Derivative Contract is acquired by the Trustee on behalf of the Trust; or (B) the consent of each Holder of a Certificate Insurer to the acquisition of such Derivative Contract, such consent not to be unreasonably withheld; provided that such consent shall not be deemed to be unreasonably withheld if the proposed Derivative Contract does not satisfy the requirements set forth in clauses (b) and (c) below and (iii) an Opinion confirmation from the Rating Agencies that the then-current rating of Counsel the Notes, and the rating of the Notes without taking into account the existence of the Policy, will not be qualified, reduced or withdrawn as a result of the acquisition of such Derivative Contract. Prior to the effect that entering into 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 (the “Derivative Contract will not adversely affect Collection Account”), bearing a designation clearly indicating that the income tax treatment funds deposited therein are held for the benefit of the Trust or any interest in on behalf of the TrustCertificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“the Derivative Contract Reserve Fund”) especially created Collection Account for such collections, proceeds and other amounts, and thereafter distributed distribution to the Holder of the Class R Certificate Certificateholder on the Distribution Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded Trust in accordance with no less than $1,000, before the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, the Trust 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 Section 5.7(a) of the Trust other than such Derivative Contract Sale and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve FundServicing Agreement. (b) Any No Derivative Contract that imposes shall provide for any payment obligation to make a payment to on the part of the Trust. Each Derivative Counterparty (other than the obligation to pay any prepaid amount) Contract must (i) impose such obligation solely on the Holder of the Class R Certificate, (ii) be without recourse to the Administrator, the Trustee or the assets of the Trust, (iii) contain a non-petition covenant provision from the Derivative Counterparty, (ivii) limit payment dates thereunder to Distribution Payment Dates and (viii) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to funds available therefore payments made upon the execution of the Derivative Contract in accordance with subclause (a) above that are paid from amounts on deposit in the Collection Account that are available to make payments to the Holder Certificateholder on such Payment Date in accordance with Section 5.7(a) of the Class R Certificate on such Distribution DateSale and Servicing Agreement. (c) Each 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 thereunder to the Derivate Contract Reserve Fund on or before Collection Account at least one Business Day prior to the related Deposit Payment Date, (ii) contain an assignment of all provide that in the event of the rights against the Derivative Counterparty (but none occurrence of the obligations to the Derivative Counterparty) under an Event of Default, such Derivative Contract to shall terminate upon the Trustee on behalf the Holder direction of a majority percentage interest of the Class R Certificate and include an express consent by the Derivative Counterparty to such assignmentCertificateholders, and (iii) prohibit the Derivative Counterparty from “setting-off’ ” or “netting” any other obligations of the Trust and its affiliates Affiliates against such Derivative Counterparty’s payment obligations thereunderthereunder and (iv) satisfy the Rating Agency Condition.

Derivative Contracts. (a) The Trustee shallTrust, at the written direction of the ServicerSeller, enter into shall execute and deliver Derivative Contracts on behalf of in such form as the Trust Seller shall approve, as evidenced conclusively by the Trust's execution thereof, such Derivative Contracts being solely for the benefit of the Holder Certificateholder; provided, however, that neither the execution and delivery of any such Derivative Contract nor the consummation of any transaction contemplated thereunder shall give rise to a non-exempt prohibited transaction described in Section 406 of ERISA or 4975(c)(1) of the Class R CertificateCode. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 3.13. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to confirmation from the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee to the effect Rating Agencies that the existence then current rating of the Derivative Contract Notes will not adversely affect the availability be qualified, reduced or withdrawn as a result of the exemptive relief afforded under ERISA by the Underwriter Exemption to the holders of the Offered Certificates, as of the date the Derivative Contract is acquired by the Trustee on behalf of the Trust; or (B) the consent of each Holder of a Certificate to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel . Prior to the effect that entering into 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 (the “Derivative Contract will not adversely affect Collection Account”), bearing a designation clearly indicating that the income tax treatment funds deposited therein are held for the benefit of the Trust or any interest in on behalf of the TrustCertificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“the Derivative Contract Reserve Fund”) especially created Collection Account for such collections, proceeds and other amounts, and thereafter distributed distribution to the Holder of the Class R Certificate Certificateholder on the Distribution Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded Trust in accordance with no less than $1,000, before the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, the Trust 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 Section 5.7(a) of the Trust other than such Derivative Contract Sale and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve FundServicing Agreement. (b) Any No Derivative Contract that imposes shall provide for any payment obligation to make a payment to on the part of the Trust. Each Derivative Counterparty (other than the obligation to pay any prepaid amount) Contract must (i) impose such obligation solely on the Holder of the Class R Certificate, (ii) be without recourse to the Administrator, the Trustee or the assets of the Trust, (iii) contain a non-petition covenant provision from the Derivative Counterparty, (ivii) limit payment dates thereunder to Distribution Payment Dates and (viii) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to funds available therefore payments made upon the execution of the Derivative Contract in accordance with subclause (a) above that are paid from amounts on deposit in the Collection Account that are available to make payments to the Holder Certificateholder on such Payment Date in accordance with Section 5.7(a) of the Class R Certificate on such Distribution DateSale and Servicing Agreement. (c) Each 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 thereunder to the Derivate Contract Reserve Fund on or before Collection Account at least one Business Day prior to the related Deposit Payment Date, (ii) contain an assignment of all provide that in the event of the rights against the Derivative Counterparty (but none occurrence of the obligations to the Derivative Counterparty) under an Event of Default, such Derivative Contract to shall terminate upon the Trustee on behalf the Holder direction of a majority percentage interest of the Class R Certificate and include an express consent by the Derivative Counterparty to such assignmentCertificateholders, and (iii) prohibit the Derivative Counterparty from “setting-off’ ” or “netting” any other obligations of the Trust and its affiliates Affiliates against such Derivative Counterparty’s 's payment obligations thereunderthereunder and (iv) satisfy the Rating Agency Condition.

Derivative Contracts. (a) The Owner Trustee shall, at the written direction of the Master Servicer, on behalf the Trust Estate, enter into Derivative Contracts on behalf of the Trust Contracts, solely for the benefit of the Holder of the Class R CertificateCertificateholder. 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 requirements of clauses (bSection 5.06(b) and (c) of this Section 3.13. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee to the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under ERISA by the Underwriter Exemption to the holders of the Offered Certificates, as of the date the Derivative Contract is acquired by the Trustee on behalf of the Trust; or (B) the consent of each Holder of a Certificate to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel to the effect that entering into the Derivative Contract will not adversely affect the income tax treatment of the Trust or any interest in the Trust). All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“Derivative Contract Reserve Fund”) especially created for such collections, proceeds and other amounts, and thereafter distributed to the Holder of the Class R Certificate Certificateholder on the Distribution Payment Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded with no less than $1,000, before the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, the Trust 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 Derivative Contract and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve FundOwner Trustee. (b) Any Derivative Contract that imposes provides for any payment obligation to make a payment to on the Derivative Counterparty (other than part of the obligation to pay any prepaid amount) Trust Estate must (i) impose such obligation solely on the Holder of the Class R Certificate, (ii) be without recourse to the Administrator, the Trustee or the assets of the TrustTrust Estate, (iiiii) contain a non-petition covenant provision from the Derivative Counterparty, (iviii) limit payment dates thereunder to Distribution Payment Dates and (viv) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to funds available therefore therefor in the Collection Custodial Account available to make payments to the Holder of the Class R Certificate Certificateholder on such Distribution Payment Date. (c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to the Derivate Contract Reserve Fund on or before Custodial Account at least one Business Day prior to the related Deposit Payment Date, (ii) contain an assignment of all of the Trust Estate rights against the Derivative Counterparty (but none of the obligations to the Derivative Counterpartyits obligations) under such Derivative Contract to the Owner Trustee on behalf the Holder of the Class R Certificate Certificateholder and shall include an express consent by to the Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of a Servicer Default, such Derivative Contract shall terminate upon the direction of a majority Percentage Interest of the Owner Trust Certificates, and (iiiiv) prohibit the Derivative Counterparty from “"setting-off’ ' or “"netting” any " other obligations of the Trust Estate and its affiliates Affiliates against such Derivative Counterparty’s 's payment obligations thereunder. (d) Nothwithstanding the provisions of paragraphs (a), (b) and (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.

Derivative Contracts. (a) The Trustee shallTrust, at the written direction of the ServicerAmeriCredit, enter into shall execute and deliver Derivative Contracts on behalf of in such form as AmeriCredit shall approve, as evidenced conclusively by the Trust Trust’s execution thereof, such Derivative Contracts being solely for the benefit of the Holder Certificateholder; provided, however, that neither the execution and delivery of any such Derivative Contract nor the consummation of any transaction contemplated thereunder shall give rise to a non-exempt prohibited transaction described in Section 406 of ERISA or 4975(c)(1) of the Class R CertificateCode. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 3.13. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee Derivative Counterparty provided by, and at the expense of, AmeriCredit to the effect that the existence of the Derivative Contract will not adversely affect cause the availability Trust to be characterized as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes and (ii) the prior written consent of the exemptive relief afforded under ERISA by the Underwriter Exemption to the holders of the Offered Certificates, as of the date the Derivative Contract is acquired by the Trustee on behalf of the Trust; or (B) the consent of each Holder of a Certificate Insurer to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel such consent not to be unreasonably withheld;. Prior to the effect that entering into acquisition of any Derivative Contracts by the Trust, the Trust at the direction and expense of AmeriCredit, shall establish and maintain in its own name an Eligible Deposit Account (the “Derivative Contract will not adversely affect Collection Account”), bearing a designation clearly indicating that the income tax treatment funds deposited therein are held for the benefit of the Trust or any interest in on behalf of the TrustCertificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“the Derivative Contract Reserve Fund”) especially created Collection Account for such collections, proceeds and other amounts, and thereafter distributed distribution to the Holder of the Class R Certificate Certificateholder on the Distribution Remittance Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded Trust in accordance with no less than $1,000, before the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, the Trust 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 Section 2.3(a) of the Trust other than such Derivative Contract and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve FundSecurity Agreement. (b) Any No Derivative Contract that imposes shall provide for any payment obligation to make a payment to on the part of the Trust. Each Derivative Counterparty (other than the obligation to pay any prepaid amount) Contract must (i) impose such obligation solely on the Holder of the Class R Certificate, (ii) be without recourse to the Administrator, the Trustee or the assets of the Trust, (iii) contain a non-petition covenant provision from the Derivative Counterparty, (ivii) limit payment dates thereunder to Distribution Remittance Dates and (viii) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to funds available therefore payments made upon the execution of the Derivative Contract in accordance with subclause (a) above that are paid from amounts on deposit in the Collection Account that are available to make payments to the Holder Certificateholder on such Remittance Date in accordance with Section 2.3(a) of the Class R Certificate on such Distribution DateSecurity Agreement. (c) Each 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 thereunder to the Derivate Contract Reserve Fund on or before Collection Account at least one Business Day prior to the related Deposit Remittance Date, (ii) contain an assignment of all provide that in the event of the rights against the Derivative Counterparty (but none occurrence of the obligations to the Derivative Counterparty) under a Termination and Amortization Event, such Derivative Contract to shall terminate upon the Trustee on behalf the Holder direction of a majority percentage interest of the Class R Certificate and include an express consent by the Derivative Counterparty to such assignmentCertificateholders, and (iii) prohibit the Derivative Counterparty from “setting-off’ ” or “netting” any other obligations of the Trust and its affiliates Affiliates against such Derivative Counterparty’s payment obligations thereunder.”