Common use of Letter of Credit and Other Credit Enhancement Clause in Contracts

Letter of Credit and Other Credit Enhancement. (i) At any time, the Pledgor may obtain the release of all or a portion of the cash on deposit in the Sub-Pool H Reserve Account, by delivering to the Collateral Agent (A) a Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii) or (B) any other form of credit enhancement that satisfies the conditions set forth in Section 3(h)(iv). Section 3(h)(ii) shall be operative only after a Letter of Credit that satisfies the conditions of Section 3(h)(iii) has been delivered to the Collateral Agent. (ii) If the expiration date of a Letter of Credit is anticipated to occur before the termination of the Trust pursuant to Section 12.03 of the Pooling and Servicing Agreement, the Pledgor shall use its best efforts to obtain a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii). If on or before the tenth Business Day prior to the expiration date of such Letter of Credit, the Pledgor shall not have delivered to the Collateral Agent a replacement Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii), the Collateral Agent shall, prior to 11:00 A.M. Minneapolis, Minnesota time on the fifth Business Day prior to such expiration date, draw under such Letter of Credit the amount (the "Final Draw Amount") available thereunder, and deposit the Final Draw Amount in the Reserve Account. If, on or before such fifth Business Day, the Pledgor shall obtain on behalf of and deliver to the Collateral Agent a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii), then the Collateral Agent shall replace the related Letter of Credit with such replacement Letter of Credit. The Collateral Agent shall, when required pursuant to the terms of a Letter of Credit, deliver the existing Letter of Credit to the related issuing bank upon extension of the expiration date thereof in accordance with its terms in exchange for the extended or amended Letter of Credit. (iii) Any initial or replacement Letter of Credit delivered to the Collateral Agent shall satisfy the following conditions: (A) it shall be issued by a Qualified Bank or confirmed by a Qualified Bank; (B) it and the related agreement that provides for the issuance of such Letter of Credit shall be in such form and substance as is acceptable to the Collateral Agent, and shall require the Qualified Bank to give the Collateral Agent prompt notice if at any time it shall fail to be a Qualified Bank; (C) it shall be accompanied by an Opinion of Counsel or Opinions of Counsel in form and substance satisfactory to the Collateral Agent as to enforceability of the Letter of Credit; and (D) Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgrade, withdraw or qualify its then-current ratings of the Class X-0X, X-X0, X-X0 and A-H4 Certificates as a result of the delivery and acceptance of such Letter of Credit. The cost of obtaining and maintaining an initial or replacement Letter of Credit shall be borne solely by the Pledgor and Green Tree. If the Collateral Agent receives notice that the institution issuing such Letter of Credit is no longer a Qualified Bank, the Collateral Agent shall immediately notify the Pledgor. On the day of receipt of such notice (or the next Business Day thereafter, if such day is not a Business Day), the Collateral Agent shall draw under the Letter of Credit the full amount available under such Letter of Credit and deposit the proceeds thereof in immediately available funds in the Reserve Account. (iv) Any other form of credit enhancement delivered to the Collateral Agent shall be satisfactory if and only if Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgrade, withdraw or qualify its then-current ratings of the Class X-0X, X-X0, X-X0 and A-H4 Certificates as a result of the delivery and acceptance of such alternate form of credit enhancement. The cost of obtaining and maintaining any such alternate form of credit enhancement shall be borne solely by the Pledgor and Green Tree. (v) At any time when the Collateral Agent holds any Letter of Credit or other form of credit enhancement, (x) the amount available to be drawn under such Letter of Credit or other form of credit enhancement shall be deemed to be in the Sub-Pool H Reserve Account for purposes of determining whether the balance thereof equals or exceeds the Required Sub-Pool H Reserve Account Amount, and (y) if a Shortfall is determined to exist with respect to any Distribution Date, the Collateral Agent shall draw the lesser of (1) the amount available to be drawn under the Letter of Credit or other form of credit enhancement, or (2) the amount, if any, by which the Shortfall exceeds the amount in the Sub-Pool H Reserve Account in a form other than a Letter of Credit or other form of credit enhancement, and deposit such amount to the Sub-Pool H Reserve Account, for transfer to the Sub-Pool H Collection Account, on the Business Day prior to such Distribution Date.

Letter of Credit and Other Credit Enhancement. (i) At any time, the Pledgor may obtain the release of all or a portion of the cash on deposit in the Sub-Pool H Reserve Spread Account, by delivering to the Collateral Agent (A) a Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii) or (B) any other form of credit enhancement that satisfies the conditions set forth in Section 3(h)(iv). Section 3(h)(ii) shall be operative only after a Letter of Credit that satisfies the conditions of Section 3(h)(iii) has been delivered to the Collateral Agent. (ii) If the expiration date of a Letter of Credit is anticipated to occur before the termination of the Trust pursuant to Section 12.03 of the Pooling and Servicing Agreement, the Pledgor shall use its best efforts to obtain a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii). If on or before the tenth Business Day prior to the expiration date of such Letter of Credit, the Pledgor shall not have delivered to the Collateral Agent a replacement Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii), the Collateral Agent shall, prior to 11:00 A.M. Minneapolis, Minnesota time on the fifth Business Day prior to such expiration date, draw under such Letter of Credit the amount (the "Final Draw Amount") available thereunder, and deposit the Final Draw Amount in the Reserve Sub-Pool H Spread Account. If, on or before such fifth Business Day, the Pledgor shall obtain on behalf of and deliver to the Collateral Agent a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii), then the Collateral Agent shall replace the related Letter of Credit with such replacement Letter of Credit. The Collateral Agent shall, when required pursuant to the terms of a Letter of Credit, deliver the existing Letter of Credit to the related issuing bank upon extension of the expiration date thereof in accordance with its terms in exchange for the extended or amended Letter of Credit. (iii) Any initial or replacement Letter of Credit delivered to the Collateral Agent shall satisfy the following conditions: (A) it shall be issued by a Qualified Bank or confirmed by a Qualified Bank; (B) it and the related agreement that provides for the issuance of such Letter of Credit shall be in such form and substance as is acceptable to the Collateral Agent, and shall require the Qualified Bank to give the Collateral Agent prompt notice if at any time it shall fail to be a Qualified Bank; (C) it shall be accompanied by an Opinion of Counsel or Opinions of Counsel in form and substance satisfactory to the Collateral Agent as to enforceability of the Letter of Credit; and (D) Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgrade, withdraw or qualify its then-current ratings of the Class X-0XA-2H, X-X0, X-X0 Class A-3H and A-H4 Class A-4H Certificates as a result of the delivery and acceptance of such Letter of Credit. The cost of obtaining and maintaining an any initial or replacement Letter of Credit shall be borne solely by the Pledgor and Green Tree. If the Collateral Agent receives notice that the institution issuing such Letter of Credit is no longer a Qualified Bank, the Collateral Agent shall immediately notify the Pledgor. On the day of receipt of such notice (or the next Business Day thereafter, if such day is not a Business Day), the Collateral Agent shall draw under the Letter of Credit the full amount available under such Letter of Credit and deposit the proceeds thereof in immediately available funds in the Reserve Sub-Pool H Spread Account. (iv) Any other form of credit enhancement delivered to the Collateral Agent shall be satisfactory if and only if Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgrade, withdraw or qualify its then-current ratings of the Class X-0XA-2H, X-X0, X-X0 Class A-3H and A-H4 Class A-4H Certificates as a result of the delivery and acceptance of such alternate form of credit enhancement. The cost of obtaining and maintaining any such alternate form of credit enhancement shall be borne solely by the Pledgor and Green Tree. (v) At any time when the Collateral Agent holds any Letter of Credit or other form of credit enhancement, (x) the amount available to be drawn under such Letter of Credit or other form of credit enhancement shall be deemed to be in the Sub-Pool H Reserve Spread Account for purposes of determining whether the balance thereof equals or exceeds the Required Sub-Pool H Reserve Spread Account Amount, and (y) if a Shortfall is determined to exist with respect to any Distribution Date, the Collateral Agent shall draw the lesser of (1) the amount available to be drawn under the Letter of Credit or other form of credit enhancement, or (2) the amount, if any, by which the Shortfall exceeds the amount in the Sub-Pool H Reserve Spread Account in a form other than a Letter of Credit or other form of credit enhancement, and deposit such amount to the Sub-Pool H Reserve Spread Account, for transfer to the Sub-Pool H Collection Account, on the Business Day prior to such Distribution Date.

Letter of Credit and Other Credit Enhancement. (i) At any time, the Pledgor may obtain the release of all or a portion of the cash on deposit in the Sub-Pool H Reserve Account, by delivering to the Collateral Agent (A) a Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii) or (B) any other form of credit enhancement that satisfies the conditions set forth in Section 3(h)(iv). Section 3(h)(ii) shall be operative only after a Letter of Credit that satisfies the conditions of Section 3(h)(iii) has been delivered to the Collateral Agent. (ii) If the expiration date of a Letter of Credit is anticipated to occur before the termination of the Trust pursuant to Section 12.03 of the Pooling and Servicing Agreement, the Pledgor shall use its best efforts to obtain a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii). If on or before the tenth Business Day prior to the expiration date of such Letter of Credit, the Pledgor shall not have delivered to the Collateral Agent a replacement Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii), the Collateral Agent shall, prior to 11:00 A.M. Minneapolis, Minnesota time on the fifth Business Day prior to such expiration date, draw under such Letter of Credit the amount (the "Final Draw Amount") available thereunder, and deposit the Final Draw Amount in the Reserve Account. If, on or before such fifth Business Day, the Pledgor shall obtain on behalf of and deliver to the Collateral Agent a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii), then the Collateral Agent shall replace the related Letter of Credit with such replacement Letter of Credit. The Collateral Agent shall, when required pursuant to the terms of a Letter of Credit, deliver the existing Letter of Credit to the related issuing bank upon extension of the expiration date thereof in accordance with its terms in exchange for the extended or amended Letter of Credit. (iii) Any initial or replacement Letter of Credit delivered to the Collateral Agent shall satisfy the following conditions: (A) it shall be issued by a Qualified Bank or confirmed by a Qualified Bank; (B) it and the related agreement that provides for the issuance of such Letter of Credit shall be in such form and substance as is acceptable to the Collateral Agent, and shall require the Qualified Bank to give the Collateral Agent prompt notice if at any time it shall fail to be a Qualified Bank; (C) it shall be accompanied by an Opinion of Counsel or Opinions of Counsel in form and substance satisfactory to the Collateral Agent as to enforceability of the Letter of Credit; and (D) Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgradereduce, withdraw or qualify its then-current ratings of the Class X-0X, X-X0, X-X0 and A-H4 A Certificates as a result of the delivery and acceptance of such Letter of Credit. The cost of obtaining and maintaining an any initial or replacement Letter of Credit shall be borne solely by the Pledgor and Green Tree. If the Collateral Agent receives notice that the institution issuing such Letter of Credit is no longer a Qualified Bank, the Collateral Agent shall immediately notify the Pledgor. On the day of receipt of such notice (or the next Business Day thereafter, if such day is not a Business Day), the Collateral Agent shall draw under the Letter of Credit the full amount available under such Letter of Credit and deposit the proceeds thereof in immediately available funds in the Reserve Account. (iv) Any other form of credit enhancement delivered to the Collateral Agent shall be satisfactory if and only if Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgradereduce, withdraw or qualify its then-current ratings of the Class X-0X, X-X0, X-X0 and A-H4 A Certificates as a result of the delivery and acceptance of such alternate form of credit enhancement. The cost of obtaining and maintaining any such alternate form of credit enhancement shall be borne solely by the Pledgor and Green Tree. (v) At any time when the Collateral Agent holds any Letter of Credit or other form of credit enhancement, (x) the amount available to be drawn under such Letter of Credit or other form of credit enhancement shall be deemed to be in the Sub-Pool H Reserve Account for purposes of determining whether the balance thereof equals or exceeds the Required Sub-Pool H Reserve Account Amount, and (y) if a Shortfall is determined to exist with respect to any Distribution Date, the Collateral Agent shall draw the lesser of (1) the amount available to be drawn under the Letter of Credit or other form of credit enhancement, or (2) the amount, if any, by which the Shortfall exceeds the amount in the Sub-Pool H Reserve Account in a form other than a Letter of Credit or other form of credit enhancement, and deposit such amount to the Sub-Pool H Reserve Account, for transfer to the Sub-Pool H Collection Account, on the Business Day prior to such Distribution Date.

Letter of Credit and Other Credit Enhancement. (i) At any time, the Pledgor may obtain the release of all or a portion of the cash on deposit in the Sub-Pool H Reserve Spread Account, by delivering to the Collateral Agent (A) a Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii) or (B) any other form of credit enhancement that satisfies the conditions set forth in Section 3(h)(iv). Section 3(h)(ii) shall be operative only after a Letter of Credit that satisfies the conditions of Section 3(h)(iii) has been delivered to the Collateral Agent. (ii) If the expiration date of a Letter of Credit is anticipated to occur before the termination of the Trust pursuant to Section 12.03 of the Pooling and Servicing Agreement, the Pledgor shall use its best efforts to obtain a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii). If on or before the tenth Business Day prior to the expiration date of such Letter of Credit, the Pledgor shall not have delivered to the Collateral Agent a replacement Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii), the Collateral Agent shall, prior to 11:00 A.M. Minneapolis, Minnesota time on the fifth Business Day prior to such expiration date, draw under such Letter of Credit the amount (the "Final Draw Amount") available thereunder, and deposit the Final Draw Amount in the Reserve Spread Account. If, on or before such fifth Business Day, the Pledgor shall obtain on behalf of and deliver to the Collateral Agent a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii), then the Collateral Agent shall replace the related Letter of Credit with such replacement Letter of Credit. The Collateral Agent shall, when required pursuant to the terms of a Letter of Credit, deliver the existing Letter of Credit to the related issuing bank upon extension of the expiration date thereof in accordance with its terms in exchange for the extended or amended Letter of Credit. (iii) Any initial or replacement Letter of Credit delivered to the Collateral Agent shall satisfy the following conditions: (A) it shall be issued by a Qualified Bank or confirmed by a Qualified Bank; (B) it and the related agreement that provides for the issuance of such Letter of Credit shall be in such form and substance as is acceptable to the Collateral Agent, and shall require the Qualified Bank to give the Collateral Agent prompt notice if at any time it shall fail to be a Qualified Bank; (C) it shall be accompanied by an Opinion of Counsel or Opinions of Counsel in form and substance satisfactory to the Collateral Agent as to enforceability of the Letter of Credit; and (D) Xxxxx'x, Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgradereduce, withdraw or qualify its then-current ratings of the Class X-0X, X-X0, X-X0 and A-H4 A Certificates as a result of the delivery and acceptance of such Letter of Credit. The cost of obtaining and maintaining an any initial or replacement Letter of Credit shall be borne solely by the Pledgor and Green Tree. If the Collateral Agent receives notice that the institution issuing such Letter of Credit is no longer a Qualified Bank, the Collateral Agent shall immediately notify the Pledgor. On the day of receipt of such notice (or the next Business Day thereafter, if such day is not a Business Day), the Collateral Agent shall draw under the Letter of Credit the full amount available under such Letter of Credit and deposit the proceeds thereof in immediately available funds in the Reserve Spread Account. (iv) Any other form of credit enhancement delivered to the Collateral Agent shall be satisfactory if and only if Xxxxx'x, Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgradereduce, withdraw or qualify its then-current ratings of the Class X-0X, X-X0, X-X0 and A-H4 A Certificates as a result of the delivery and acceptance of such alternate form of credit enhancement. The cost of obtaining and maintaining any such alternate form of credit enhancement shall be borne solely by the Pledgor and Green Tree. (v) At any time when the Collateral Agent holds any Letter of Credit or other form of credit enhancement, (x) the amount available to be drawn under such Letter of Credit or other form of credit enhancement shall be deemed to be in the Sub-Pool H Reserve Spread Account for purposes of determining whether the balance thereof equals or exceeds the Required Sub-Pool H Reserve Spread Account Amount, and (y) if a Shortfall is determined to exist with respect to any Distribution Date, the Collateral Agent shall draw the lesser of (1) the amount available to be drawn under the Letter of Credit or other form of credit enhancement, or (2) the amount, if any, by which the Shortfall exceeds the amount in the Sub-Pool H Reserve Spread Account in a form other than a Letter of Credit or other form of credit enhancement, and deposit such amount to the Sub-Pool H Reserve Spread Account, for transfer to the Sub-Pool H Collection Account, on the Business Day prior to such Distribution Date.

Letter of Credit and Other Credit Enhancement. (i) At any time, the Pledgor may obtain the release of all or a portion of the cash on deposit in the Sub-Pool H Reserve C Spread Account, by delivering to the Collateral Agent (A) a Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii) or (B) any other form of credit enhancement that satisfies the conditions set forth in Section 3(h)(iv). Section 3(h)(ii) shall be operative only after a Letter of Credit that satisfies the conditions of Section 3(h)(iii) has been delivered to the Collateral Agent. (ii) If the expiration date of a Letter of Credit is anticipated to occur before the termination of the Trust pursuant to Section 12.03 of the Pooling and Servicing Agreement, the Pledgor shall use its best efforts to obtain a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii). If on or before the tenth Business Day prior to the expiration date of such Letter of Credit, the Pledgor shall not have delivered to the Collateral Agent a replacement Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii), the Collateral Agent shall, prior to 11:00 A.M. Minneapolis, Minnesota time on the fifth Business Day prior to such expiration date, draw under such Letter of Credit the amount (the "Final Draw Amount") available thereunder, and deposit the Final Draw Amount in the Reserve Sub-Pool C Spread Account. If, on or before such fifth Business Day, the Pledgor shall obtain on behalf of and deliver to the Collateral Agent a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii), then the Collateral Agent shall replace the related Letter of Credit with such replacement Letter of Credit. The Collateral Agent shall, when required pursuant to the terms of a Letter of Credit, deliver the existing Letter of Credit to the related issuing bank upon extension of the expiration date thereof in accordance with its terms in exchange for the extended or amended Letter of Credit. (iii) Any initial or replacement Letter of Credit delivered to the Collateral Agent shall satisfy the following conditions: (A) it shall be issued by a Qualified Bank or confirmed by a Qualified Bank; (B) it and the related agreement that provides for the issuance of such Letter of Credit shall be in such form and substance as is acceptable to the Collateral Agent, and shall require the Qualified Bank to give the Collateral Agent prompt notice if at any time it shall fail to be a Qualified Bank; (C) it shall be accompanied by an Opinion of Counsel or Opinions of Counsel in form and substance satisfactory to the Collateral Agent as to enforceability of the Letter of Credit; and (D) Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgrade, withdraw or qualify its then-current ratings of the Class X-0XA-2C, X-X0, X-X0 A-3C and A-H4 X- 0X Certificates as a result of the delivery and acceptance of such Letter of Credit. The cost of obtaining and maintaining an any initial or replacement Letter of Credit shall be borne solely by the Pledgor and Green Tree. If the Collateral Agent receives notice that the institution issuing such Letter of Credit is no longer a Qualified Bank, the Collateral Agent shall immediately notify the Pledgor. On the day of receipt of such notice (or the next Business Day thereafter, if such day is not a Business Day), the Collateral Agent shall draw under the Letter of Credit the full amount available under such Letter of Credit and deposit the proceeds thereof in immediately available funds in the Reserve Sub-Pool C Spread Account. (iv) Any other form of credit enhancement delivered to the Collateral Agent shall be satisfactory if and only if Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgrade, withdraw or qualify its then-current ratings of the Class X-0XA-2C, X-X0, X-X0 A-3C and A-H4 A-4C Certificates as a result of the delivery and acceptance of such alternate form of credit enhancement. The cost of obtaining and maintaining any such alternate form of credit enhancement shall be borne solely by the Pledgor and Green Tree. (v) At any time when the Collateral Agent holds any Letter of Credit or other form of credit enhancement, (x) the amount available to be drawn under such Letter of Credit or other form of credit enhancement shall be deemed to be in the Sub-Pool H Reserve C Spread Account for purposes of determining whether the balance thereof equals or exceeds the Required Sub-Pool H Reserve C Spread Account Amount, and (y) if a Shortfall is determined to exist with respect to any Distribution Date, the Collateral Agent shall draw the lesser of (1) the amount available to be drawn under the Letter of Credit or other form of credit enhancement, or (2) the amount, if any, by which the Shortfall exceeds the amount in the Sub-Pool H Reserve C Spread Account in a form other than a Letter of Credit or other form of credit enhancement, and deposit such amount to the Sub-Pool H Reserve C Spread Account, for transfer to the Sub-Pool H C Collection Account, on the Business Day prior to such Distribution Date.

Letter of Credit and Other Credit Enhancement. (i) At any time, the Pledgor may obtain the release of all or a portion of the cash on deposit in the Sub-Pool H C Reserve Account, by delivering to the Collateral Agent (A) a Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii) or (B) any other form of credit enhancement that satisfies the conditions set forth in Section 3(h)(iv). Section 3(h)(ii) shall be operative only after a Letter of Credit that satisfies the conditions of Section 3(h)(iii) has been delivered to the Collateral Agent. (ii) If the expiration date of a Letter of Credit is anticipated to occur before the termination of the Trust pursuant to Section 12.03 of the Pooling and Servicing Agreement, the Pledgor shall use its best efforts to obtain a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii). If on or before the tenth Business Day prior to the expiration date of such Letter of Credit, the Pledgor shall not have delivered to the Collateral Agent a replacement Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii), the Collateral Agent shall, prior to 11:00 A.M. Minneapolis, Minnesota time on the fifth Business Day prior to such expiration date, draw under such Letter of Credit the amount (the "Final Draw Amount") available thereunder, and deposit the Final Draw Amount in the Reserve Account. If, on or before such fifth Business Day, the Pledgor shall obtain on behalf of and deliver to the Collateral Agent a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii), then the Collateral Agent shall replace the related Letter of Credit with such replacement Letter of Credit. The Collateral Agent shall, when required pursuant to the terms of a Letter of Credit, deliver the existing Letter of Credit to the related issuing bank upon extension of the expiration date thereof in accordance with its terms in exchange for the extended or amended Letter of Credit. (iii) Any initial or replacement Letter of Credit delivered to the Collateral Agent shall satisfy the following conditions: (A) it shall be issued by a Qualified Bank or confirmed by a Qualified Bank; (B) it and the related agreement that provides for the issuance of such Letter of Credit shall be in such form and substance as is acceptable to the Collateral Agent, and shall require the Qualified Bank to give the Collateral Agent prompt notice if at any time it shall fail to be a Qualified Bank; (C) it shall be accompanied by an Opinion of Counsel or Opinions of Counsel in form and substance satisfactory to the Collateral Agent as to enforceability of the Letter of Credit; and (D) Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgrade, withdraw or qualify its then-current ratings of the Class X-0XA-1C, X-X0Class A-2C, X-X0 Class A-3C and A-H4 Class A-4C Certificates as a result of the delivery and acceptance of such Letter of Credit. The cost of obtaining and maintaining an any initial or replacement Letter of Credit shall be borne solely by the Pledgor and Green Tree. If the Collateral Agent receives notice that the institution issuing such Letter of Credit is no longer a Qualified Bank, the Collateral Agent shall immediately notify the Pledgor. On the day of receipt of such notice (or the next Business Day thereafter, if such day is not a Business Day), the Collateral Agent shall draw under the Letter of Credit the full amount available under such Letter of Credit and deposit the proceeds thereof in immediately available funds in the Reserve Account. (iv) Any other form of credit enhancement delivered to the Collateral Agent shall be satisfactory if and only if Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgrade, withdraw or qualify its then-current ratings of the Class X-0XA-1C, X-X0Class A-2C, X-X0 Class A-3C and A-H4 Class A-4C Certificates as a result of the delivery and acceptance of such alternate form of credit enhancement. The cost of obtaining and maintaining any such alternate form of credit enhancement shall be borne solely by the Pledgor and Green Tree. (v) At any time when the Collateral Agent holds any Letter of Credit or other form of credit enhancement, (x) the amount available to be drawn under such Letter of Credit or other form of credit enhancement shall be deemed to be in the Sub-Pool H C Reserve Account for purposes of determining whether the balance thereof equals or exceeds the Required Sub-Pool H C Reserve Account Amount, and (y) if a Shortfall is determined to exist with respect to any Distribution Date, the Collateral Agent shall draw the lesser of (1) the amount available to be drawn under the Letter of Credit or other form of credit enhancement, or (2) the amount, if any, by which the Shortfall exceeds the amount in the Sub-Pool H C Reserve Account in a form other than a Letter of Credit or other form of credit enhancement, and deposit such amount to the Sub-Pool H C Reserve Account, for transfer to the Sub-Pool H C Collection Account, on the Business Day prior to such Distribution Date.

Letter of Credit and Other Credit Enhancement. (i) At any time, the Pledgor may obtain the release of all or a portion of the cash on deposit in the Sub-Pool H Reserve Spread Account, by delivering to the Collateral Agent (A) a Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii) or (B) any other form of credit enhancement that satisfies the conditions set forth in Section 3(h)(iv). Section 3(h)(ii) shall be operative only after a Letter of Credit that satisfies the conditions of Section 3(h)(iii) has been delivered to the Collateral Agent. (ii) If the expiration date of a Letter of Credit is anticipated to occur before the termination of the Trust pursuant to Section 12.03 of the Pooling and Servicing Agreement, the Pledgor shall use its best efforts to obtain a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii). If on or before the tenth Business Day prior to the expiration date of such Letter of Credit, the Pledgor shall not have delivered to the Collateral Agent a replacement Letter of Credit that satisfies the conditions set forth in Section 3(h)(iii), the Collateral Agent shall, prior to 11:00 A.M. Minneapolis, Minnesota time on the fifth Business Day prior to such expiration date, draw under such Letter of Credit the amount (the "Final Draw Amount") available thereunder, and deposit the Final Draw Amount in the Reserve Spread Account. If, on or before such fifth Business Day, the Pledgor shall obtain on behalf of and deliver to the Collateral Agent a replacement Letter of Credit that satisfies the conditions of Section 3(h)(iii), then the Collateral Agent shall replace the related Letter of Credit with such replacement Letter of Credit. The Collateral Agent shall, when required pursuant to the terms of a Letter of Credit, deliver the existing Letter of Credit to the related issuing bank upon extension of the expiration date thereof in accordance with its terms in exchange for the extended or amended Letter of Credit. (iii) Any initial or replacement Letter of Credit delivered to the Collateral Agent shall satisfy the following conditions: (A) it shall be issued by a Qualified Bank or confirmed by a Qualified Bank; (B) it and the related agreement that provides for the issuance of such Letter of Credit shall be in such form and substance as is acceptable to the Collateral Agent, and shall require the Qualified Bank to give the Collateral Agent prompt notice if at any time it shall fail to be a Qualified Bank; (C) it shall be accompanied by an Opinion of Counsel or Opinions of Counsel in form and substance satisfactory to the Collateral Agent as to enforceability of the Letter of Credit; and (D) Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgradereduce, withdraw or qualify its then-current ratings of the Class X-0X, X-X0, X-X0 and A-H4 A Certificates as a result of the delivery and acceptance of such Letter of Credit. The cost of obtaining and maintaining an any initial or replacement Letter of Credit shall be borne solely by the Pledgor and Green Tree. If the Collateral Agent receives notice that the institution issuing such Letter of Credit is no longer a Qualified Bank, the Collateral Agent shall immediately notify the Pledgor. On the day of receipt of such notice (or the next Business Day thereafter, if such day is not a Business Day), the Collateral Agent shall draw under the Letter of Credit the full amount available under such Letter of Credit and deposit the proceeds thereof in immediately available funds in the Reserve Spread Account. (iv) Any other form of credit enhancement delivered to the Collateral Agent shall be satisfactory if and only if Standard & Poor's and Fitch shall each have advised the Trustee and the Collateral Agent in writing that it will not downgradereduce, withdraw or qualify its then-current ratings of the Class X-0X, X-X0, X-X0 and A-H4 A Certificates as a result of the delivery and acceptance of such alternate form of credit enhancement. The cost of obtaining and maintaining any such alternate form of credit enhancement shall be borne solely by the Pledgor and Green Tree. (v) At any time when the Collateral Agent holds any Letter of Credit or other form of credit enhancement, (x) the amount available to be drawn under such Letter of Credit or other form of credit enhancement shall be deemed to be in the Sub-Pool H Reserve Spread Account for purposes of determining whether the balance thereof equals or exceeds the Required Sub-Pool H Reserve Spread Account Amount, and (y) if a Shortfall is determined to exist with respect to any Distribution Date, the Collateral Agent shall draw the lesser of (1) the amount available to be drawn under the Letter of Credit or other form of credit enhancement, or (2) the amount, if any, by which the Shortfall exceeds the amount in the Sub-Pool H Reserve Spread Account in a form other than a Letter of Credit or other form of credit enhancement, and deposit such amount to the Sub-Pool H Reserve Spread Account, for transfer to the Sub-Pool H Collection Account, on the Business Day prior to such Distribution Date.