Common use of Derivatives Contracts Clause in Contracts

Derivatives Contracts. (a) The Trust, at the direction of the Transferor, shall execute and deliver Derivative Contracts in such form as the Transferor shall approve, as evidenced conclusively by the Trust's execution thereof, such Derivative Contracts being solely for the benefit of the Class R 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 Code. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied by (i) an Opinion of Counsel provided by, and at the expense of, the Transferor to the effect that the existence of the Derivative Contract will not cause the 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 Note 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(iii) confirmation from the Rating Agencies that the then-current rating of the Notes will not be qualified, reduced or withdrawn (without regard to the Policy) as a result of the acquisition of such Derivative Contract.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 Transferor, shall establish and maintain in its own name an Eligible Account (the "Derivative Contract Collection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust on behalf of the Class R Certificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be deposited into the Derivative Contract Collection Account for distribution to the Class R Certificateholder on the Distribution Date following receipt thereof by the Trust.

Derivatives Contracts. (a) The Trust, at the direction of the TransferorSeller, shall execute and deliver Derivative Contracts in such form as the Transferor Seller shall approve, as evidenced conclusively by the Trust's ’s execution thereof, such Derivative Contracts being solely for the benefit of the Class R 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) (14975(c)(1) of the Code. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied by (i) an Opinion of Counsel addressed to [___] and the Insurer provided by, and at the expense of, the Transferor Seller to the effect that the existence of the Derivative Contract will not cause the 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 Note 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; below and (iii) confirmation from the Rating Agencies that the then-current rating of the Notes, and the rating of the Notes without taking into account the existence of the Policy, will not be qualified, reduced or withdrawn (without regard to the Policy) 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 TransferorSeller, shall establish and maintain in its own name an Eligible Deposit Account (the "“Derivative Contract Collection Account"”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust on behalf of the Class R Certificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be deposited into the Derivative Contract Collection Account for distribution to the Class R Certificateholder on the Distribution Date following receipt thereof by the Trust in accordance with Section 5.7(a) of the Sale and Servicing Agreement. (b) No Derivative Contract shall provide for any payment obligation on the part of the Trust. Each Derivative Contract must (i) contain a non-petition covenant from the Derivative Counterparty, (ii) limit payment dates thereunder to Payment Dates and (iii) contain a provision limiting any cash payments due to the Derivative Counterparty under such Derivative Contract solely to 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 Certificateholder on such Payment Date in accordance with Section 5.7(a) of the Sale and Servicing Agreement. (c) 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 Collection Account at least one Business Day prior to the related Payment Date, (ii) provide that in the event of the occurrence of an Event of Default, such Derivative Contract shall terminate upon the direction of a majority percentage interest of the Certificateholders, (iii) 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 and (iv) satisfy the Rating Agency Condition.

Derivatives Contracts. (a) The Trust, at the direction of the Transferor, shall execute and deliver Derivative Contracts in such form as the Transferor shall approve, as evidenced conclusively by the Trust's execution thereof, such Derivative Contracts being solely for the benefit of the Class R 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 Code. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied by (i) an Opinion of Counsel provided by, and at the expense of, the Transferor to the effect that the existence of the Derivative Contract will not cause the Trust to be characterized as an association (or a publicly traded partnership) partnership taxable as a corporation for federal income tax purposes; (ii) the prior written consent of the Note 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) confirmation from the Rating Agencies that the then-current rating of the Notes will not be qualified, reduced or withdrawn (without regard to the Policy) 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 Transferor, shall establish and maintain in its own name an Eligible Account (the "Derivative Contract Collection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust on behalf of the Class R Certificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be deposited into the Derivative Contract Collection Account for distribution to the Class R Certificateholder on the Distribution Date following receipt thereof by the Trust.

Derivatives Contracts. (a) The Trust, at the direction of the TransferorSeller, shall execute and deliver Derivative Contracts in such form as the Transferor Seller shall approve, as evidenced conclusively by the Trust's ’s execution thereof, such Derivative Contracts being solely for the benefit of the Class R 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) (14975(c)(1) of the Code. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied by (i) an Opinion of Counsel provided by, and at the expense of, the Transferor Seller to the effect that the existence of the Derivative Contract will not cause the 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 Note 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) confirmation from the Rating Agencies that the then-current rating of the Notes will not be qualified, reduced or withdrawn (without regard to the Policy) 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 TransferorSeller, shall establish and maintain in its own name an Eligible Deposit Account (the "“Derivative Contract Collection Account"”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust on behalf of the Class R Certificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be deposited into the Derivative Contract Collection Account for distribution to the Class R Certificateholder on the Distribution Date following receipt thereof by the Trust. (b) No Derivative Contract shall provide for any payment obligation on the part of the Trust. Each Derivative Contract must (i) contain a non-petition covenant provision from the Derivative Counterparty, (ii) limit payment dates thereunder to Payment Dates and (iii) 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 to make payments to the Certificateholder on such Payment Date. (c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to the Collection Account at least one Business Day prior to the related Payment Date, (ii) provide that in the event of the occurrence of an Event of Default, such Derivative Contract shall terminate upon the direction of a majority percentage interest of the Certificateholders, (iii) 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 and (iv) satisfy the Rating Agency Condition.

Derivatives Contracts. (a) The Trust, at the direction of the TransferorSeller, shall execute and deliver Derivative Contracts in such form as the Transferor Seller shall approve, as evidenced conclusively by the Trust's ’s execution thereof, such Derivative Contracts being solely for the benefit of the Class R 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) (14975(c)(1) of the Code. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied by (i) an Opinion of Counsel addressed to the Insurer and the Hedge Provider provided by, and at the expense of, the Transferor Seller to the effect that the existence of the Derivative Contract will not cause the 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 Note Insurer and the Hedge Provider 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; below and (iii) confirmation from the Rating Agencies that the then-current rating of the Notes, and the rating of the Notes without taking into account the existence of the Policy, will not be qualified, reduced or withdrawn (without regard to the Policy) 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 TransferorSeller, shall establish and maintain in its own name an Eligible Deposit Account (the "“Derivative Contract Collection Account"”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust on behalf of the Class R Certificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be deposited into the Derivative Contract Collection Account for distribution to the Class R Certificateholder on the Distribution Date following receipt thereof by the Trust in accordance with Section 5.7(a) of the Sale and Servicing Agreement. (b) No Derivative Contract shall provide for any payment obligation on the part of the Trust. Each Derivative Contract must (i) contain a non-petition covenant from the Derivative Counterparty, (ii) limit payment dates thereunder to Payment Dates and (iii) contain a provision limiting any cash payments due to the Derivative Counterparty under such Derivative Contract solely to 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 Certificateholder on such Payment Date in accordance with Section 5.7(a) of the Sale and Servicing Agreement. (c) 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 Collection Account at least one Business Day prior to the related Payment Date, (ii) provide that in the event of the occurrence of an Event of Default, such Derivative Contract shall terminate upon the direction of a majority percentage interest of the Certificateholders, (iii) 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 and (iv) satisfy the Rating Agency Condition.

Derivatives Contracts. (a) The Trust, at the direction of the TransferorSeller, shall execute and deliver Derivative Contracts in such form as the Transferor Seller shall approve, as evidenced conclusively by the Trust's ’s execution thereof, such Derivative Contracts being solely for the benefit of the Class R 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) (14975(c)(1) of the Code. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied by (i) an Opinion of Counsel provided by, and at the expense of, the Transferor Seller to the effect that the existence of the Derivative Contract will not cause the 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 Note 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) confirmation from the Rating Agencies that the then-current rating of the Notes, and the rating of the Notes without taking into account the existence of the Policy, will not be qualified, reduced or withdrawn (without regard to the Policy) 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 TransferorSeller, shall establish and maintain in its own name an Eligible Deposit Account (the "“Derivative Contract Collection Account"”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust on behalf of the Class R Certificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be deposited into the Derivative Contract Collection Account for distribution to the Class R Certificateholder on the Distribution Date following receipt thereof by the Trust. (b) No Derivative Contract shall provide for any payment obligation on the part of the Trust. Each Derivative Contract must (i) contain a non-petition covenant from the Derivative Counterparty, (ii) limit payment dates thereunder to Payment Dates and (iii) contain a provision limiting any cash payments due to the Derivative Counterparty under such Derivative Contract solely to 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 Certificateholder on such Payment Date. (c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to the Collection Account at least one Business Day prior to the related Payment Date, (ii) provide that in the event of the occurrence of an Event of Default, such Derivative Contract shall terminate upon the direction of a majority percentage interest of the Certificateholders, (iii) 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 and (iv) satisfy the Rating Agency Condition.

Derivatives Contracts. (a) The Trust, at the direction of the Transferor, shall execute and deliver Derivative Contracts in such form as the Transferor shall approve, as evidenced conclusively by the Trust's execution thereof, such Derivative Contracts being solely for the benefit of the Class R 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)that (1) of the Code. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied by (i) an Opinion of Counsel provided by, and at the expense of, the Transferor to the effect that the existence of the Derivative Contract will not cause the Trust to be characterized as an association (or a publicly traded partnership) partnership taxable as a corporation for federal income tax purposes; (ii) the prior written consent of the Note 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) confirmation from the Rating Agencies that the then-current rating of the Notes will not be qualified, reduced or withdrawn (without regard to the Policy) 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 Transferor, shall establish and maintain in its own name an Eligible Account (the "Derivative Contract Collection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust on behalf of the Class R Certificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be deposited into the Derivative Contract Collection Account for distribution to the Class R Certificateholder on the Distribution Date following receipt thereof by the Trust.

Derivatives Contracts. (a) The Trust, at the direction of the Transferor, shall execute and deliver Derivative Contracts in such form as the Transferor shall approve, as evidenced conclusively by the Trust's execution thereof, such Derivative Contracts being solely for the benefit of the Class R 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 Code. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied by (i) an Opinion of Counsel provided by, and at the expense of, the Transferor to the effect that the existence of the Derivative Contract will not cause the Trust to be characterized as an association (or a publicly traded partnership) partnership taxable as a corporation for federal income tax purposes; (ii) the prior written consent of the Note 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) confirmation from the Rating Agencies that the then-current rating of the Notes will not be qualified, reduced or withdrawn (without regard to the Policy) 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 Transferor, shall establish and maintain in its own name an Eligible Account (the "Derivative Contract Collection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust on behalf of the Class R Certificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be deposited into the Derivative Contract Collection Account for distribution to the Class R Certificateholder on the Distribution Date following receipt thereof by the Trust.

Derivatives Contracts. (a) The Trust, at the direction of the Transferor, shall execute and deliver Derivative Contracts in such form as the Transferor shall approve, as evidenced conclusively by the Trust's execution thereof, such Derivative Contracts being solely for the benefit of the Class R 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) (14975(c)(1) of the Code. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied by (i) an Opinion of Counsel provided by, and at the expense of, the Transferor to the effect that the existence of the Derivative Contract will not cause the 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 Note 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) confirmation from the Rating Agencies that the then-current rating of the Notes will not be qualified, reduced or withdrawn (without regard to the Policy) 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 Transferor, shall establish and maintain in its own name an Eligible Account (the "Derivative Contract Collection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust on behalf of the Class R Certificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be deposited into the Derivative Contract Collection Account for distribution to the Class R Certificateholder on the Distribution Date following receipt thereof by the Trust. (b) No Derivative Contract shall provide for any payment obligation on the part of the Trust. Each Derivative Contract must (i) contain a non-petition covenant provision from the Derivative Counterparty, (ii) limit payment dates thereunder to Payment Dates and (iii) 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 to make payments to the Holder of the Class R Certificates on such Payment Date. (c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to the Certificate Account at least one Business Day prior to the related Payment Date, (ii) provide that in the event of the occurrence of an Event of Default, such Derivative Contract shall terminate upon the direction of a majority percentage interest of the Class R Certificateholders, (iii) 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 and (iv) satisfy the Rating Agency Condition.

Derivatives Contracts. (a) The Trust, at the direction of the TransferorSeller, shall execute and deliver Derivative Contracts in such form as the Transferor Seller shall approve, as evidenced conclusively by the Trust's ’s execution thereof, such Derivative Contracts being solely for the benefit of the Class R 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) (14975(c)(1) of the Code. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied by (i) an Opinion of Counsel addressed to the Insurer and the Hedge Provider provided by, and at the expense of, the Transferor Seller to the effect that the existence of the Derivative Contract will not cause the 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 Note 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; below and (iii) confirmation from the Rating Agencies that the then-current rating of the Notes, and the rating of the Notes without taking into account the existence of the Policy, will not be qualified, reduced or withdrawn (without regard to the Policy) 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 TransferorSeller, shall establish and maintain in its own name an Eligible Deposit Account (the "“Derivative Contract Collection Account"”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust on behalf of the Class R Certificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be deposited into the Derivative Contract Collection Account for distribution to the Class R Certificateholder on the Distribution Date following receipt thereof by the Trust in accordance with Section 5.7(a) of the Sale and Servicing Agreement. (b) No Derivative Contract shall provide for any payment obligation on the part of the Trust. Each Derivative Contract must (i) contain a non-petition covenant from the Derivative Counterparty, (ii) limit payment dates thereunder to Payment Dates and (iii) contain a provision limiting any cash payments due to the Derivative Counterparty under such Derivative Contract solely to 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 Certificateholder on such Payment Date in accordance with Section 5.7(a) of the Sale and Servicing Agreement. (c) 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 Collection Account at least one Business Day prior to the related Payment Date, (ii) provide that in the event of the occurrence of an Event of Default, such Derivative Contract shall terminate upon the direction of a majority percentage interest of the Certificateholders, (iii) 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 and (iv) satisfy the Rating Agency Condition.